MisterDrBob Presents: The Amazing Spider-Man
by MisterDrBob
Summary: The beginning of my Marvel continuity. Bitten by a spider caught in Otto Octavius' attempt to improve its physical potential, Peter Parker learns the hard way that responsibility comes with power.
1. Amazing Fantasy

**MisterDrBob presents: The Amazing Spider-Man**

Summary: Finally decided to write my own continuity. Takes elements from the original comics, movies, and The Spectacular Spider-Man. Not sure if I'll take much from the Ultimate universe (don't really care for it much).

Disclaimer: Spider-Man is owned by Marvel, which is owned by the Disney corporation. I am adapting storyline elements, but I'm being as original as possible.

Chapter 1: Amazing Fantasy

"This is such trash."

Peter Parker looked over the balcony in distaste. Tacky, primitive, and fake were all good words for the spectacle he was witnessing: professional wrestling.

"Yeah, I know, but let's face it Pete, my dad's kinda a hero around here. Going to events like this is good for 'public morale.'" Parker's companion, Harry Osborn looked down at the ring in equal distaste.

"I mean, don't get me wrong, it was great of your dad to invite me out here, but this is so..."

"Lame?"

"Yeah."

"How're you enjoying the show boys?" The voice of Norman Osborn himself questioned as he reentered the box. He was a strange sight at this particular moment, as he was wearing his usual business suit, but was sipping on a soda and was sporting a bag of popcorn.

"Oh, uh, great! It's really cool! Thanks Mr. Osborn!" Peter said, feeling uncomfortable with even a little white lie.

"My pleasure Peter," Norman said clapping Peter on the back. "It's the least I can do for all the help you've given to Harry."

"It's really not a big deal," Peter said modestly.

"Well sure it is," Osborn insisted. "You're selling yourself short Peter. You've got a bright future ahead of you. Wish I could say the same about everybody I know."

"Thanks," Peter mumbled. He caught Harry's eye, and suddenly felt the tension between Norman and Harry. To say the least, it was awkward.

"So how about Crusher Hogan?" Harry practically snapped, changing the subject.

"Doesn't stand a chance," Norman said shortly. "Bone Saw McGraw is one of the best." Ten seconds later, Norman Osborn had been proven right.

"You see son, a good businessman knows who to bet for. Isn't that right Wilson?" Norman smugly asked his friend/rival Wilson Fisk who happened to be sharing a box with the Osborns and Peter.

"Most of the time Norman," Fisk said, allowing a small grin to slip out the side of his mouth. "But every once in a while, even _great_ businessmen make mistakes." The two men shared a chuckle and started a talk in the back of the box about business that Harry and Peter quickly tuned out of in the front of the box.

"Your dad hangs out with a pretty unusual crowd," Peter said, casting a glance at Fisk and his bodyguards. One was a tall muscular albino who's face was stony, but whose eyes were darting around looking for the slightest indication his boss was in danger. The second was a stockier but equally tough-looking guy with an oddly square skull.

"Unusual doesn't quite cover it Pete," Harry snorted as he opened his phone and started texting. "If anything, I've learned to just accept these things as normal."

A few minutes passed in silence as Peter watched the next few matches with little interest, and Harry kept sending and receiving texts.

"Who're you texting?" Peter asked curiously, as he cleaned his glasses.

"Mary Jane. She's in rehearsal right now, but she likes it when I text her."

If you were to look up social butterfly on Google, it would ask if you meant to search for Mary Jane Watson. Constantly the life of the party and never without a grin on her face, Mary Jane made it a point to be friends with everyone. For the most part, it worked. Everyone knew her, but Peter seriously doubted that she knew everyone. Although it could be possible in theory as she certainly did more than her fair share of getting involved in the school, especially in the drama department. There was a good chance she'd be voted Most Likely to Make it in Hollywood in the Seniors' yearbook superlatives. In any case, she'd been pursued by hordes of guys since day one of high school, but she'd always enjoyed the company of two particular guys: Peter Parker (her next door neighbor), and Harry Osborn. After a year or two of turning him down (claiming she preferred to be a free agent), she and Harry were finally dating.

"So when are you and Gwen making it official?" Harry asked. Peter's face turned a marvelous shade of crimson.

"We're not-!"

"Uh-huh, sure. Keep telling me that buddy. Still don't believe it," Harry smirked.

"It's not like I _wouldn't_, it's just..."

"What, you don't think she likes you? Pete, open your eyes!" Harry said incredulously. "Gwen _loves_ you! You really think she'd be ignoring everyone from Eddie Brock to Ben Wright if she wasn't interested in somebody already?"

Gwen Stacy was another of the more popular girls at Midtown. Unlike Mary Jane however, Gwen was more socially reserved and academic. But her wide array of successes, kind demeanor, and good looks had guys falling at her feet too. But again, she preferred the diamond in the rough that was Peter Parker. Of course, Peter was too shy to even consider actively pursuing her. In fact, if he did, he'd likely become even more unpopular. Such was the life of Peter Parker: scientific whiz-kid, social outcast. It was thanks to the kindness of his more popular friends, Mary Jane, Harry, and Gwen that he was able to face going to school to suffer under Flash Thompson, king of the jocks, and his royal court of buffoonery.

"Look, I'm just not worried about that right now," Peter said lamely.

"Come on Peter. You know, I bet if you and Gwen went out, that would get Flash off your back a bit."

Well there was a contradiction if Peter had ever heard one.

"You know, when I first agreed to help you with your homework, I'm pretty sure you said something about getting him off my back yourself." Harry shrugged defensively.

"There's only so much I can do!" He protested. "He doesn't listen to me! But I swear Peter, I'm doing my best to protect you!" Peter knew he was being honest, but said nothing more on the subject, instead watching the newest matchup against Bone Saw. Pretty soon that was over too.

"Well, Norman, it's been a pleasure as always, but I've got other business to attend to," Fisk said, standing and extending a beefy hand to Osborn. "Come on boys," He said to his menacing bodyguards.

"Hey Mr. Osborn, not to pry or anything, but do you know who those guys are?" Peter asked once the Fisk party was out of earshot.

"Fisk's bodyguards? They may look scary, but Hammerhead and Tombstone are the best in the business of protecting people. Looking intimidating is part of the job," Norman said dismissively. "The show's about winding down, so what's say we get going?" The boys followed Osborn out and toward the back of the arena where the office of the arena owner was situated. An exit was just further down the hall, which was where the party of three was headed. Suddenly, a disturbance reached their ears.

"Gimme the money!" A man's voice shouted frantically. Peter, Harry, and Norman froze. The noises of a violent tussle followed, and just a minute later, a man with spiky blond hair dashed out of the office, sack in hand.

"Hey! Stop that guy!" The owner of the arena shouted as he barged out of his office.

Peter, Harry, and Norman stood by as the man sprinted past. The owner followed, huffing and puffing, sputtering to a stop right in front of them. A marvelous spray of spit emitting from his mouth, he began shouting at Peter.

"What the hell're you doin'? All ya had to do was trip him and he'd be toast!"

"Not my problem," Peter shrugged.

"A wise choice of words Peter," Norman said approvingly. "You see Tom, those who can't help themselves can't be helped at all. That's why you can expect less financial support from my company's charities."

"You're a monster Osborn, you hear? A damn... _goblin_!" The promoter raged as Norman led Peter and Harry away.

"That's a new one," Norman smirked as he opened the door. "Come on boys. Let's leave this sad little man to his misery."

* * *

"Peter, rise and shine!" The cheerful voice of Benjamin Parker sounded, rousing the groggy teen.

"Geez Uncle Ben it's like..."

"7:30 in the morning champ," Uncle Ben laughed.

"But it's Saturday!"

"Exactly. You wanted me to drive you down to that science thing at Oscorp."

"Oh man! Doctor Octavius's presentation!" Peter suddenly remembered, springing out of bed and dashing to get ready. Ben chuckled, his work done, and went back downstairs to enjoy his paper and coffee.

"Peter, do you want some pancakes?" Aunt May called up the stairs Ben had just descended.

"No thanks! We've gotta hurry!"

"Peter, you told me the thing was at 10:30! We've got three hours," Ben reminded him.

"Then why'd you wake me up?" Peter moaned. "You suck!" Ben chuckled at his little prank.

"So you could enjoy breakfast with me and your Aunt at a normal time!" Peter was kind of chuckling about the joke himself by the time he got down. No matter what, he could never get too mad at Uncle Ben or Aunt May.

"Thanks," he mumbled sheepishly as Aunt May poured syrup on his pancakes.

"Any time Peter" May said. Peter was always thankful for his aunt and uncle. They were his only living relatives, and had taken him in as their own son out of the goodness of their hearts. Peter honestly didn't know what he'd do without them either.

When he was a young boy, he'd been afraid that his aunt and uncle would be gone soon just like his parents, and he'd get sent into the system. This got to the point where he had nightmares about it, causing him to wake his aunt and uncle up countless times, sobbing his fears out. It was Aunt May who did the hugging, while Uncle Ben did the talking.

"We'll always be by your side Peter," he'd say. "You're our responsibility."

"Now remind me what this little presentation is all about?" Ben asked in the present.

"It's pretty simple really..." Peter said as he started explaining the concepts that were way over both May and Ben's head that Doctor Otto Octavius would be exploring that day. Peter kept chattering away for the next few hours and even on the ride to Oscorp from Queens while Ben tried to follow his nephew.

"Golly Peter, the way you've got this down, it sounds like it should be _you_ giving the demonstration!"

"You want to come in and watch?" Peter asked as Ben pulled up to the public entrance.

"Nah, I've got some stuff to take care of in the city," Ben said. "I'll be back to pick you up. Just give me a call when it's over."

"Gotcha!" Peter called as Uncle Ben drove away.

"Attack glomp!" Peter suddenly found himself under attack by a curtain of blond hair.

"Give me a heart attack Gwen, that's fine!" Peter choked out as he tried to free himself from the surprise hug of Gwen Stacy.

"Oh lighten up" Gwen laughed, flashing her famous smile.

"What are you doing here anyway? I thought you said you couldn't make it."

"Dad ended up being called in, so he cancelled our plans," Gwen shrugged, used to this occurrence.

Captain George Stacy was one of the best fathers Peter knew. He applied a similar approach to being a force for justice in New York City to being a dad. It wouldn't be far off to say that it had molded Gwen into the model citizen she was.

"Well I'm glad you could come after all," Peter said sincerely as they walked into the complex.

"Ladies and gentlemen, your attention please. The demonstration will be beginning in about ten minutes, so please take a moment to get situated" An assistant called to the small throng that was milling about Oscorp's lobby. The group of attendees started diffusing into the demonstration chamber.

"Peter! I forgot you would be coming!" Norman Osborn greeted heartily.

"Oh, yeah! I wouldn't have missed it! I've been following Doctor Octavius's work for a few years now."

"Well then by all means, allow me to introduce you! Otto!" Peter's fanboy instincts all went wild as his idol in the flesh, Otto Octavius walked up to him and his best friend's father. "Otto, this is Peter Parker, the friend of Harry's I was telling you about."

"The genius? It's a pleasure Parker."

"The pleasure's all mine Doctor," Peter gushed as he shook Octavius's hand.

"Peter's been following your work leading up to this for a while Otto," Norman said knowingly.

"Really? And you understand it?"

"Not all of it, but I get a lot of the core concepts," Peter said.

"He's doing it again. You're being so modest Peter! Otto, he could probably help you pull off this presentation."

"Normally I'd offer," Octavius said impressed. "But I have my own assistants for this experiment. Not to sell you short Peter, but you couldn't help the way they can."

"I totally understand. I mean, I'm lucky to even be talking to you!"

"Nevertheless, come and see me after the demonstration and let's see about meeting up sometime to discuss a possible future in science. I could use a few extra interns."

"Doc, we're about ready!" One of the younger workers called to Octavius.

"Thanks Max, I'm coming. Remember, stop by" Otto said pleasantly, pointing an authoritative finger at Peter.

"Will do!" Peter called as he went back to the seats to find Gwen.

"Peter, was that seriously Octavius himself you were talking to?" Gwen whispered in awe.

"Well, yeah," Peter said sheepishly.

"You're so lucky! I hate you!" Gwen said giving him a playful shove.

"Ladies and gentlemen, thank you for coming," Octavius said as he adjusted a microphone headset. "Today, we'll hopefully see new innovations in the fields of medicine and nuclear physics. I assume many of you are familiar with the work of Dr. Bruce Banner?"

There was a collective sound of consensus.

"While we've never met in person, Dr. Banner and I have shared notes at length via email. We've agreed that gamma radiation could potentially unlock aspects of the human genome that would make humans impervious to disease and genetic deficiency. However, we have our disagreements. I believe that gamma rays, while potentially helpful, is too volatile and health-threatening. I think my point is proven by the recent accident that possibly claimed Banner's life. That is why I am using a different procedure. Since you are familiar with Banner's work, you may be familiar with my model for a more efficient engine. I hope to prove that that model is possible on the cellular level in our test subject."

Octavius held up a glass jar holding an average looking spider.

"We will be trying to make this spider impervious to disease, among other physical enhancements, all thanks to its cells functioning more efficiently thanks to treatments from safer kinds of radiation. Once the process is complete, the spider will be exposed to a culture of e. bola. Spiders are hearty creatures, but in old age as this spider is, they are very susceptible to disease. If we've done our work right, the e. bola will do nothing to it." The audience was murmuring excitedly. Octavius grinned and continued, "In fact, our subject also inspired me slightly. This experiment is still very dangerous, which is why I will be handling it from a distance using...these."

Octavius pulled a cover off of a shape that nobody had paid any attention to before revealing a harness with four metal arm-like appendages.

"The spider inspired the idea for my arm harness, but in a discussion with my friend Dr. Curt Connors, he mentioned that only a third of the nervous system of an octopus is located in its brain. The rest consists of bundles of nerves in the tentacles, giving each tentacle a sort of intelligence. The brain processes stimuli, identifies problems and objectives, and the arms work out the best way to solve the problem themselves. That's reflected in my harness. The arms contain a degree of artificial intelligence which allows them to survey the situation and work out the best way to perform themselves. This makes them perfect for this particular experiment, as anything could go wrong."

Peter had been hanging on every single word Octavius spoke. Octavius had truly outdone himself this time.

"And now, let's get started."

At first all seemed to be going well. Nobody was really sure where it all went wrong. The reaction had been started, and the spider was doused in light. Octavius stood within a sort of bubble, cut off from both the audience and radiation, manipulating the machinery with his arms snaking through small holes in the bubble. But before anybody knew it, the shield keeping Octavius from the radiation had been melted, and his arms were helpless to stop the barrage of radiation that hit the poor doctor. The audience, for safety precautions, had been placed behind an entire series of shields, meaning that they could only watch in horror as the human assistants worked frantically to shut the experiment down. Radiation suits were donned, and rescue workers barged in to rescue Octavius.

"He's alive!" One announced to the crowd. "But we've gotta get him to a hospital. He's not in good shape. The arms have been melted onto him."

"The specimen was destroyed. Not a trace" another observed as he checked the experiment field.

They were wrong.

As Peter and Gwen numbly exited along with the rest of the crowd, the spider crawled weakly along the ceiling. It knew only pain, and weakness. Suddenly, it fell, landing right on the hand of Peter Parker. In a moment of instinct, the course of Peter Parker's life was altered forever.

"Ow!" Peter yelped as he clapped his hand on the sudden pain in his hand.

"You okay?" Gwen asked.

"Some kind of bug got me," Peter explained, looking for the culprit. The spider had been flung away by Peter's hand, and was now against the wall, seconds from death.

"I'd better give Uncle Ben a call, let him know it's done earlier than we thought" Peter said flatly.

"Poor Doctor Octavius," Gwen said sadly as they waited outside the building.

"Yeah. He wanted to talk to me after it was done. Funny how things don't turn out how we expect. Like how Uncle Ben isn't answering his phone."

"My dad should be able to give you a ride," Gwen assured him.

"Thanks." Just then, Gwen's phone rang.

"Speak of the devil. That's him! Hi Dad."

"Gwen, is Peter with you?"

"Yeah, he's right here."

"Keep him there, I'm coming to get you!"

Ten tense minutes passed as Gwen and Peter waited. Peter thought about what Harry had told him. Now wasn't the time clearly, but should he be making a move for Gwen? Surely, if he didn't, someone else would. His thoughts were brought back to his concern as a police cruiser driven by Officer Jean DeWolffe with Captain George Stacy in the passenger seat pulled to the curb. Stacy got out, his expression grim.

"Sit down Peter," Stacy said solemnly, gesturing to the curb. Peter did so, starting to get seriously worried.

"I'm afraid I have bad news son. Your uncle's been shot. He's dead." Peter sprang up from where he'd been sitting.

"What? When? Wh-who? Uncle Ben!" Peter cried, his eyes tearing up.

"A carjacker. Your aunt's at the station. We're taking you down there."

Peter was barely aware of the ride, or Gwen's constant embrace as he cried silently into her shoulder on the way to the station. He was aware of hugging Aunt May, who was (understandably) sobbing even harder than he was.

* * *

Hours passed as Peter and Aunt May waited at the station and comforted each other. The bright day turned to dusk as Peter thought about what had happened. This was just not a good day by any stretch of the word.

"We still don't have him. But we've gotten word he's been spotted. We're in pursuit as we speak" De Wolffe said as she entered Stacy's office.

"That's not good enough!" Peter shouted, feeling rage as he'd never felt it before.

"Calm down Peter, we're doing all we can" Stacy assured him.

"All you can?" Peter asked incredulously. "No you're not doing all you can, because the man who killed my uncle is still out there!" He screamed, pointing out the door. "I could find him faster than you chumps!"

"Peter!" Aunt May scolded. Gwen looked sort of scared. Nobody had ever seen Peter Parker this mad.

"It's okay May. Let him get it out" George whispered. Peter stomped out of the office, presumably to prove his statement correct.

"I should go after him" Gwen said, standing.

"No sweetheart. He'll be fine. He'll cool off and come back. He's got a lot of grief to work through. We all do." Stacy spoke this from personal knowledge. Not only had he lost his wife years ago, but Ben had been his friend. He knew what grief of this magnitude felt like, and could only feel sympathy for Peter.

* * *

Peter sprinted down the streets of New York in blind rage, plowing through any one who was in his way. This earned him a couple of angry shouts, but for the most part, he was ignored. He heard sirens and instinctively followed them. He had no idea if this was the grand chase he was looking for, but he followed it just the same. He had his confirmation when he was nearly bowled over by car he'd grown up with and loved as a part of Uncle Ben.

Peter charged after the car, not noticing that he wasn't getting tired at all. Just yesterday, if he'd tried running as fast as he was for as long as he was, he would have been dead. Suddenly, Peter realized the car's destination. It had to be the old riverside warehouse. It was the perfect location to hold off the police, and it was coming up fast. But Peter knew a shortcut where he could get there before the carjacker and wait for him. He veered into an alley to find a dead end. He'd gone the wrong way. Not completely knowing why he was doing it, he jumped into the air and began _climbing up the wall_. As he reached the top, what he'd just done struck Peter.

"What is this?" He asked himself, amazed.

He looked over his hands in awe. He saw the bite and realized what had happened. The spider hadn't died in the experiment. It had gotten out and bitten Peter, changing his genetic structure. In a sense, Dr. Octavius's experiment had worked, but not in the way he would have expected.

Peter sat down as he dwelled on this, his mind taken back by the mission at hand. Over the past few hours, he had to have been developing these new powers as the altered venom infused his cells, making them more efficient. Standing up, Peter elected to test his new abilities, leaping across the rooftops, performing acrobatic feats he never would have thought himself capable of. And they seemed so instinctual too. He scurried up and down walls just like the spider that had bitten him without any dizziness or vertigo. And his equilibrium was perfect, allowing him to be perfectly aware of his body as he performed feats of daring above the rooftops. Peter stopped to consider what else he could do. Was he stronger? He sure felt like it.

Something else came to Peter's mind. Could it be that he could spin webs? Part of him hoped not, if not for the fact that it would likely be out of his butt. That didn't sound cool at all. Peter examined his arms, feeling a tingling there. He looked closely and saw a group of tiny holes near his wrists.

Spinnerets.

Aiming carefully at the wall nearest him, Peter lifted his arm and thrust it forward, hoping silk would emerge. No such luck.

_"They must need to be engaged somehow,"_ Peter thought. He made an upside down fist and did the same thing. Nothing. Frustrated, Peter tried different hand formations, until he stumbled upon the one. With his pointer finger and pinky extended, he pushed on his palm with his middle and ring fingers, sending a white strand of web out of his wrist.

_"This is so weird,"_ Peter thought as he examined the web. _"Who would've thought that this would happen to me of all people?"_ The web was fine and fibrous, sticky and flexible, yet sturdy. An idea dawned on Peter. It was just crazy enough to work. He stood at the edge of the roof, shot a webline at the adjacent building after a few misses, and swung over the street, shooting another webline to change his direction.

He reached the warehouse in a matter of seconds by swinging, and quietly entered through a broken window mere seconds before he heard the crash that had to be from the car.

Peter jumped to the ceiling and hung there, waiting for his quarry. Soon enough, the carjacker sprinted up the stairs, positioning himself behind some crates. Peter scurried along the ceiling until he was directly above the murderer. He seemed to sense that he was not alone.

"Who's there?" He called, firing off a random round. Peter took his opportunity. He let go of the ceiling and took the carjacker down in a piledriver. The carjacker got up and tried to make a break for it. His escape route was blocked by a web that Peter had just spun over the door.

"I've gotta be seeing things!" He yelped as Peter leaped over his head and blocked his exit.

"Buddy, there's nowhere on earth that you can hide from me!" He picked him up and punched him right in the face. The man went limp from the sheer power of the blow. Peter forced him up against the wall by his throat and held him up to the light.

"You're going to pay" Peter snarled. "That old man you killed was one of the best souls alive. And you killed him in cold blood."

The murderer looked up and for the first time, Peter saw his face.

"Oh no..." he said as he realized. "It can't be! Not you! Nononononono no! Please no!" But his memory was proving him wrong. The spiky blond hair, the square jaw, the shifty eyes, it was the man who had robbed the wrestling arena the night before.

"I could have stopped you," Peter said, not really talking to himself, or the man who was probably only barely conscious. "I could have stopped you. I could have stopped this whole thing from happening."

* * *

Peter again stopped paying much attention to what happened. He vaguely remembered tying the carjacker up with another web, and lowering him out a window for the police to deal with. He remembered using the rooftops to get back to the station, and collapsing back into the chair by Aunt May.

"They got him" Gwen said softly. "Right before you got back."

"Good" was all Peter said.

"They're going to be back with him in a few minutes. If you want to leave-"

"No. I have to see the man who killed my uncle."

"Peter..."

"Gwen, just let me do this okay? I need to see him."

As Gwen had said, the police brought the murderer into the station a few minutes later. Peter took another long look at the face he'd remember for the rest of his life.

"I could have stopped him."

"Don't you dare blame yourself Peter," Gwen said sternly.

"No Gwen, I really could have stopped him. I saw him at the wrestling arena with Harry and Mr. Osborn last night. He robbed the gate, and then ran right by us. And I could have stopped him."

"Peter, there's no way you could have known."

"Does it matter? Uncle Ben used to have this saying: 'with great power, there must also come great responsibility.' He said it about everything. Politicians, standing up for what's right, whatever. He always told me that if you had the power to change something for the better, then you should."

"And he's right Peter, but you can't blame yourself. There were a bunch of other people who could have stopped him. Like Harry, or Mr. Osborn, or any one else in the arena."

"But we were right there! Don't you get it? He ran right past me! All I had to do was stick out a leg, and he would have been kissing the floor!" The words of the arena owner came back to him, haunting him, but even worse was his flippant reply of "Not my problem."

By this time, Captain Stacy had gotten the story out of the conversation, and had informed the arena that their burglar had been caught.

"Peter, I know how you feel, but you can't blame yourself," he told Peter as he hung up the phone. "Yes, you could have stopped him, but it was a freak of nature. He could have picked anyone's car. It's not like you're being punished."

Peter wondered how he knew that. It sure seemed that way. As Gwen continued comforting him and Aunt May, Peter thought about the day's events. He'd had the power to stop something and failed in his responsibility. Now he had _greater_ power. And with that came _greater_ responsibility. He knew what he had to do. He was going to use his gifts to uphold his responsibility. To help those in need. To stand up for what was right, even if the law couldn't see it. But he couldn't do that as just Peter Parker. Too much was at stake in that line of work. He needed a new name, a new self. And thus born was Spider-Man.

* * *

Author's Notes: And here's the beginning of my Marvel continuity! I haven't created an overarching plot for this one, but I have enough ideas to give it some gas for the time being. The references to other Marvel characters in this point will have relevance later on in this story, and in my other ones. Next chapter: Spider-Man starts his crusade, but how will New York receive him, and how will he cope with facing a real life supervillain? Read and Review!

I've made some edits to this chapter. Ultimately, I think it flows better and makes a bit more sense. It also reflects the changes my writing style has undergone. I'm going to be going back and editing all chapters of this continuity. Then, I'm going to finish it off-site and then post the whole thing. I'll post another message about this during the next new chapter (Chapter 5). Thanks for the support!


	2. Amazing

**MisterDrBob presents: The Amazing Spider-Man**

Summary: Finally decided to write my own continuity. Takes elements from the original comics, movies, and The Spectacular Spider-Man. Not sure if I'll take much from the Ultimate universe (don't really care for it much).

Disclaimer: Spider-Man is owned by Marvel, which is owned by the Disney corporation. I am adapting storyline elements, but I'm being as original as possible.

Chapter 2: Amazing

"Robbie, what have we got now?"

"A guy in tights swinging around from buildings, climbing up walls and spinning webs to stop crimes starting with catching Flint Marko in front of the entire Times Square area crowd."

"Okay, just needed a reality check."

"Jonah, you know you can always count on me."

"Exactly. So what do we do about it?" J. Jonah Jameson, publisher of the _Daily Bugle_, chomped slowly on his cigar as he pondered the newest news sensation. In his forty years as a publisher, he'd seen some pretty strange things. But, as he joked, the worst he'd come out with was gray around his black flattop. Until that is, things had been getting strange, what with the Fantastic Four, and now this.

His editor, Robbie Robertson sat on his desk filing through police reports in disbelief. Over the past week, a mysterious vigilante with strange powers had been publicly stopping crimes, usually leaving a note that read 'Courtesy of Your Friendly Neighborhood Spider-Man.' This of course, was a job for the _Daily Bugle_.

"We cover it. Get photos, ideally before the _Globe_, _Times_, or _Post_ can."

Robbie was considerably more laid back than Jameson. He'd been on the paper for a much briefer period than his boss, but in many ways, he'd earned the Bugle staff's respect more than Señor Hitler-stache, as some called Jonah behind his back. Part of this was his social awareness and his passion for human interest stories, born out of his tough childhood in Harlem. Jameson considered what Robbie had said and thought.

"Get Bannon on it pronto."

"Done. You want Leeds covering the story?"

"Is Foswell still covering his Big Man story?"

"Yep, and Urich is convinced that 'The Kingpin' is a different story," Robbie said shaking his head. "If the Kingpin or the Big Man exist, then any sort of evidence we have clearly suggests they're the same person."

"Well you know how things were just a few years back. Silvermane was top dog, but we had a couple other big figures. He could be right for all you know. Let 'em both stick with it. They may find something interesting along the way."

"Right, so Leeds?"

"Why not? Throw the kid a bone. Have him try and get an exclusive from Marko. That guy's been on the run for years! We could get two stories out of that!"

"What do you think about all this Jonah?"

"I think this guy's a menace if you want my honest opinion!" Jameson railed. "What's he got to hide under that mask anyway?"

"Oh don't be so simple Jonah, he wants to be anonymous!"

"What on earth for?"

"Or maybe he's trying to protect people close to him from reprisals."

"What, so that means he can't at least tell the police?" Jameson continued. Robbie sighed and gave it up. He had learned through hard years of experience that arguing with Jameson was rarely fruitful.

* * *

Peter Parker glanced around the gathering at the hole. Today was the day of Ben Parker's funeral. He'd given a brief eulogy in which he'd outlined the lesson Ben had always taught him, and some other people he'd known said some nice things. And now it was time to put the body of the man Peter had grown to think of as a father six feet under. Aunt May was there of course, as was her friend Anna Watson who was Mary Jane's aunt, Mary Jane, Gwen, Captain Stacy, Harry, Norman Osborn, and a host of friends that Ben Parker had made in his lifetime.

Glancing at Norman Osborn gave Peter a sickening feeling. He was just at fault as Peter was. His smug self-righteous attitude had nearly corrupted Peter. He wasn't going to look at Norman Osborn the same way again.

"Harry told me that the man we saw was the one who did it" Norman later said at the lunch afterwards at the Parkers' house in Forest Hills.

"Yeah" Peter said shortly, trying to convey his emotion through his bluntness.

"You know you would have been hurt if you'd tried to stop him" Norman said, sounding sympathetic. "You did the right thing by not trying to be a hero" He said as he put a hand on Peter's shoulder.

_"There it is"_ Peter thought wryly. _"Nice try Norman, but I'm not buying it."_

"If you need anything, don't hesitate to give me a call." Peter forgot his anger for a moment, replaced by curiosity.

"How's Dr. Octavius doing?"

"Otto? He's still in pretty bad shape, but he should live. It's a real shame what happened. I had such high hopes for him. But, I'm going to have to drop him. That line of experimentation is clearly too risky."

There it was again! He was letting go of Octavius once he'd lost his usefulness just like he'd done with the arena!

"Shame. _(O__n you that is)_."

"Yes, it is. Well, I'd best be off. I have business to attend to."

Peter looked after Osborn with a scowl. He definitely merited investigation. So did his friend Fisk and those suspicious bodyguards. But there was no way he'd be able to get away from the group of people at the house. And right now, he really didn't want to.

"_I _really_ don't want to_" he thought as Gwen Stacy sat down by him.

* * *

Otto Octavius was still unconscious. Doctors watched him around the clock, watching for a spike in vitals for better, or for worse. Intense treatments had saved his life from the risk of being killed by radiation poisoning or cancer, but the matter of the arms was something else entirely. The level of penetration was dangerously close to his central nervous system, making it difficult to operate. A dermatologist had just surveyed the skin around the spine where the fusion was worst. Had they stayed a little while longer, they would have seen a small blip in Otto's vitals, and a twitch from a metal tentacle.

* * *

Ryker's Island: the most infamous of New York City's maximum security penitentiaries. Within it, hundreds of men and women who had earned the worst of society. One such man was Adrian Toomes. 63 years old, 7 of which had been spent in Ryker's for the murder of his ex-business partner Greg Best. It had been a brutal murder, one that had shocked everyone who knew the men; Toomes had always been so quiet and unassuming. But nobody knew what the falling out had been over, and Toomes certainly wasn't telling, despite the best efforts of the legal system.

Toomes hunched over a workbench, sweat dripping down his bald head and off from his large hooked nose. Months of preparation were close to fruition. He slid the last component under his jumpsuit and shuffled off obediently as the bell rang which informed inmates it was time to return to their cells. Toomes looked over to his left at his fellow prisoner Herman Schulz. Schulz nodded his grizzled chin, covered with four-day stubble. It was on. Toomes counted the seconds from the time Schulz gave the signal. Approximately 50 seconds after the signal, Toomes had reached his cell. He knew Schulz had too. At 120, Toomes heard the commotion. He readied the components under his jumpsuit, waiting for the critical moment. Right on schedule, Schulz ran up to Toomes' cell wearing the fruits of his own labor: two vibrating gauntlets as well as a great amount of stolen padding underneath his jumpsuit. Schulz pulled his arms back and thrust them forward, unleashing a shock of vibrating air from the gauntlets, demolishing Toomes' cell.

"Let's move!" Schulz shouted, gesturing for Toomes to follow him. Toomes ran behind his partner (fairly slow going; Toomes was old, and Schulz had still been taken aback by the recoil form his invention despite his attempts to cushion himself), calibrating his apparatus as he went, making sure that the last component he'd made, a power source for the electromagnet, was not going to burn out on them.

"We're airborne!" Toomes cried as he indeed rose into the air. Picking up speed, he grabbed Schulz's hand and sped through the corridors of Ryker's.

The ruckus was astounding. Inmates and guards alike were shouting (for purely different reasons of course) and sirens had begun wailing. But there was little they could do other than shoot at the two escapees. But Toomes had been practicing in his cell in secret, and therefore, even though this was his first real full length flight, he was fairly aerodynamically dextrous. In dodging fire that is; he still needed Schulz's help in cornering.

"We did it!" Toomes crowed as they soared out the door to the outdoor recreational area and quickly shot into the clouds.

"We sure did partner!" Schulz cackled.

"Where should I put down?" Toomes called. "This is where we go our separate ways."

"You think you could get me to Mexico?" Toomes laughed dryly at the joke.

"Yeah right."

"Well then, looks like I'll have to make my own way. Which means I need better protection. Put me down in Hell's Kitchen!" Toomes complied, setting Schulz down in an abandoned warehouse.

"Watch yourself now," Toomes warned. "No doubt they're already looking for us, and I'm not very inconspicuous am I?"

"I won't comment on that," Schulz sneered. Toomes shot him a dirty look and took off, leaving Schulz alone forever for all he cared.

* * *

Peter sighed as he put the last of the dishes away, freshly hand dried by Gwen. Mary Jane and her Aunt Anna were also doing their part to help Peter and May clean up after the lunch.

"Guys, thanks. I really appreciate this," he said.

"Love thy neighbor as thyself, Tiger," Mary Jane said, completely serious as she put away tablecloths. "In your case, it's literal."

"I'd better get going. Dad didn't want me out too late," Gwen said apologetically.

"Okay, that's fine, perfectly fine!" Peter stammered. Gwen gave him a long hug and departed out the backdoor. Aunt May and Anna went into the living room to chat, leaving Peter and Mary Jane in the kitchen.

"Peter, I think we need to have a little chat," Mary Jane said gently, sitting Peter at the table.

"Huh?"

"Peter, I know what you're feeling right now. I mean, I've been your neighbor since we were five. I can read you like a book."

"So what's your point?"

"You need to wait. Sort yourself out. Gwen's been waiting for you since middle school. She'll wait a few more weeks."

"I don't know what you're talking about," Peter blatantly lied.

"Like a book..."

"Okay fine! I get what you're saying! It's just...I was going to, but then Uncle Ben died, and...it just sucks!"

"Yeah, the timing sucks. But just give it a while, Tiger."

Tiger had been Mary Jane's nickname for Peter for almost as long as they'd known each other since Peter had gotten into a kindergarten scrap with Flash Thompson over their mutual crushes with the adorable little redhead that had been Mary Jane Watson. Of course, since then, Peter had done a bang up job living up to the nickname, as he'd been completely mortified by the trouble the incident got him into, ensuring that he never really stood up to Flash again.

"You think so?"

"Know so. The only way you can lose is to blow it by not adjusting."

Adjusting. Mary Jane knew all about adjusting. Peter was one of the few who knew Mary Jane's story. Not even Harry knew what kind of broken family she'd come from. Alcoholic mother, abusive angry father, older sister too scared to defend herself or little M.J. One incident too far, and Mary Jane had been assigned to the care of her Aunt Anna while her sister Gail had gotten pregnant in high school and eloped with the baby's father never to be seen again. Peter knew that Mary Jane's happy act was just that: an act. While most of the time she really could be in a good mood, in general, she didn't want anyone to know the pain she was feeling and had felt for a long time. She saw her parents sometimes, visits that often left her crying at Peter and Gwen's shoulders. She knew how difficult it could be to get over something truly tragic. Or at least come to something like terms with it.

"Thanks M.J. That's two in one day I owe you."

"Hey, the little kid who fought the bully for the girl is still in there. He just hasn't known who he was fighting for until now. And way I see it, it's my job to help you guys; you're my best friends. But for now, I've gotta run to rehearsal. Mr. Raimi wants me and Quentin to work our big scenes today."

A quick hug goodbye and Mary Jane was gone, leaving Peter alone in the kitchen. Aunt May and Anna were still chatting in the living room, and Peter felt no need to join them now. He looked to the table and caught a glance at the front page of the _Daily Bugle_.

"_Wanted: Pictures of Spider-Man in Action_," Peter read aloud, picking up the paper. A stroke of brilliance followed.

* * *

The neurosurgeons had a plan of action now. A series of carefully placed cuts and incisions from power tools to try and gently pry the harness from Otto Octavius's body. The first step of course, was to remove the arms. The head surgeon recited the surgical jargon to his team to make sure they all knew what the plan was.

"This may be our only shot to save his life. Or what's left of it," he finished grimly.

The saws fired up. The tentacles sprang to life, demolishing the power saws, and flinging the doctors all around the operating room. Three were killed instantly. The arms weren't concerned with killing however, their primary concern was their own safety. Working fast, they lifted the body of Otto Octavius into the air, smashed through the brick wall of the hospital, and carried their master, their octopus brain, up the wall and away to freedom.

* * *

Adrian Toomes surveyed his new lair with satisfaction. The old condemned cathedral was among the last places anyone would look. It seemed rather obvious to Toomes, he could fly now, of course he would prefer the open space. But of course, nobody dared set foot in the crumbling house of God.

From here, he could easily get new supplies to make the needed adjustments to his flying device to meet its potential. And of course, a steering mechanism would be required. Toomes and Schulz had been lucky in their escape. And Lady Luck could not be counted on. His dexterity only got him so far when flying. He would need to be able to pull off turns himself. Wings of a sort would suit the need perfectly.

Toomes immediately scoured the cathedral's library for a book on ornithology and studied the diagrams of birds and their wings' anatomies. Soon after a couple of secret raids to a nearby steel plant, he had constructed a wire framework based around the skeleton. A series of lightweight metal shards he'd scavenged made for perfect feathers, allowing him the greatest amount of maneuverability, and doubling the wings as weapons. It was somewhat crude, but it was the best Toomes could do presently. Perhaps once he got some funding from his new enterprise, he'd be able to create a more flexible version of the wings. But that was neither here nor there. Now all that mattered was taking the final steps to complete his revenge. First stop: Oscorp Industries.

* * *

Spider-Man swung through the concrete canyons of New York City hollering like a maniac. People stopped and pointed up at the red-and-blue clad figure, several trying to take pictures of him. No doubt they'd seen the advertisement in the _Daily Bugle_. But there was no way Peter was going to let them take the opportunity from him. He paused and landed on a wall, grinning underneath his webbed mask. What really made the mask stand out however were the large opaque eyepieces. Peter had managed to get some one-way reflective plastic from the school's art department, creating a way for him to see without anyone seeing his eyes and getting a clue to his identity. The web pattern continued on the red sections of the costume: the chest, triceps, gloves and boots. A large black spider perched proudly on the chest, acting as a sort of insignia. A larger spider was on the back, but this spider was made up of a sea of red amidst the blue back, its legs connecting with the rest of the red.

He felt a lot more confident in his new powers than he had when he'd first discovered them, naturally, as he'd done little but practice since then. He'd gotten wall-crawling and web-slinging down to a science, but he had yet to test the limits of his new strength. Peter had noticed that his eyesight had improved, but he thought it would be strange if he suddenly stopped wearing glasses. Someone could put two and two together. That was incredibly unlikely, but Peter wasn't willing to take any chances. He pulled Uncle Ben's old camera out of the web backpack he'd spun and snapped a few shots in different poses, trying to make it look like he'd taken them in action.

"Face it Spidey, the camera loves you," he said to himself, grinning under the mask.

Just then, the back of Peter's skull began tingling violently. He'd never felt anything like that before. It felt like a warning of some kind. Sure enough, a dark shape wooshed past him, nearly throwing him from the building.

"Whoah! Speed limit up here's 35 pal! No exceptions!" He shouted, giving chase. Whoever, or whatever this thing was, it was fast, and it took a lot of effort to keep up with. Finally, by happy mistake, Spider-Man snagged the UFO with a web line he'd been intending to latch to a building to continue his swing.

Needless to say, he got pulled along with whatever it was he was chasing. It seemed to notice it now had a passenger, screeching to a sudden halt, sending Spider-Man careening towards it, only for what Spider-Man now recognized as a man in a dark green getup of sorts to rise higher into the air, which now meant that Spider-Man was careening towards the ground.

"Who are you supposed to be?" The old man sneered as Spider-Man clung to a wall.

"Hey now, we're only just meeting! I'll tell you if you ask nicely. Or maybe just tell me who you are. Or maybe how you can fly. Because that's pretty freakin' cool. Either one. I'm not picky."

"Well whoever you are, you're certainly an annoyance."

"Annoyances done professionally by Your Friendly Nieghborhood Spider-Man! Now who do I make the invoice out to?"

"Call me...well, call me the Vulture!" Adrian Toomes proclaimed. If this freak had a fancy name, then why shouldn't he?

"The Vulture? Huh, you know, you look an awful lot like that Adrian Toomes guy who busted out of prison," Spider-Man said, tauntingly putting a finger to his chin as if trying to discern any connection. "Nah, couldn't be. You're _much_ older than he is."

"Why you insolent whelp! I'll shred you!" Spider-Man's eyes widened as he got that tingling feeling in the back of his skull again. As he leaped out of the way of the Vulture's charge, he hypothesized that this tingling was a sort of sixth sense to warn him of danger. It was a good thing he had it, up close, the Vulture's wings sure looked sharp.

"Geez Vulch! Don't get too mad! It's all in good fun, you know?"

"Do you ever shut up?" Vulture screeched as he tried to swipe a razor sharp wing at Spider-Man, only to miss again.

"Eh, the chance hasn't come up yet," Spider-Man said flippantly.

"Well I have a chance to gain closure in my life, and I will not throw it away by wasting my time with you!" Vulture raged as he flew away again.

"Hold it! We're not done yet!" Spider-Man called, swinging after him. While he couldn't snag the Vulture again, he could at least stay in following distance despite Vulture's best efforts to throw him. It wasn't long before Spider-Man realized where he was being led: Oscorp.

* * *

Norman Osborn was having a fairly productive day. A few meetings, a few reports coming in from his weapons division, but what excited him most of all was the brilliant idea he'd had that morning. He was considering taking a brief break when alarm klaxons began wailing. He turned in his chair to see what the commotion was outside. His eyes widened. A man was flying, literally flying, at his window. Even through the glass, he could hear the shout of

"OSBORN!"

Two seconds later, the Vulture had crashed through his window.

"Remember me?" The Vulture asked menacingly as he hovered near the ceiling.

"Toomes?" Osborn asked incredulously.

"Yes, Adrian Toomes. The genius who you forced into prison and disgrace!"

"You did that yourself you old fool!"

"Aw come on, play nice, he has some self esteem issues," came a sudden quip from the window.

"Spider-Man!" Osborn shouted in surprise.

"You again?" Vulture groaned. "When will you learn to mind your own business?"

"When you learn to stay in jail where you belong!" Spider-Man said, jumping down into the office and in between Osborn and the Vulture. "Look, I'm not this guy's biggest fan, but I can't let you kill him, or whatever it was you were going to do to him."

"Bah! I won't let you stand in the way of my righteous vengeance!"

"What did he ever do to you anyway?" Spider-Man asked as he tried to web up the Vulture, only for Toomes to evade the attempt and circle the ceiling.

"He stole my designs for these!" Vulture shouted, spreading his wings. "Have you not heard of Oscorp's new personal flyer designs?"

"Well sure, but surely somebody would have noticed if they'd been stolen?"

"I did imbecile!" Toomes raged.

"You're a fool Toomes!" Osborn shouted. "I obtained the blueprints legally! Don't you remember? Your partner _sold_ them to me!"

"A deal that ruined our friendship!" Toomes spat bitterly. "Greg was never the same after you entered the picture! He always wanted more after that!"

"So you're blaming this guy, who has legally done nothing wrong to you, for the murder that _you_ committed?" Spider-Man asked incredulously. "You're nuts, Beaky. Just plain nuts."

"I. Am. Not. Nuts!" Vulture shouted as he swooped on Spider-Man. Spider-Man jumped out of the way and aimed a punch at the Vulture. Vulture was too fast though, and, Peter reflected, he would have to hold his punches. For one, Toomes didn't have super strength, and on top of that, he was an old man. And punching geriatrics wasn't a cool thing to do at all.

"Geez! You get mad way too easily Vulch! How'm I supposed to have any fun?" He asked as he swung up to the ceiling and tried to tackle Vulture to the ground. But as soon as he got near Vulture, Spider-Man found himself being swatted down to the ground. A well placed webline stopped him from hitting the ground too hard, but Peter saw stars for a brief second. He snapped out of it just in time to push Norman out of the way of another swoop from Vulture. Fortunately, security guards burst in a moment later, whisking Osborn away.

"NO! I will not let you escape me!" Vulture screeched. But as he zoomed toward the door after Osborn and the guards, he was air tackled by Spider-Man.

The force of the blow carried them both out the window again, making the already existing hole even bigger. Toomes struggled against his foe, trying to flap his wings.

"Let go of me you fool!"

"Not in a million years Vulch!" Spider-Man shouted, trying to avoid the razor sharp wings. "You know, this is a pretty impressive piece of work. You can't flap your wings at all, but we're still airborne. Care to tell me why?"

"Never!"

"Ah well then. Guess I'll just have to do this." Gritting his teeth, Spider-Man grabbed onto the left primary 'feather' and tugged. Fortunately, he wasn't gripping it by the blade, so his hand wasn't cut as he yanked the feather out. It still hurt though.

"What have you done? I can't steer!" Vulture cried as Spider-Man let him go.

"That's the idea pal!" Spider-Man said as he grabbed onto Vulture again, yanking out the right primary, stabilizing the Vulture. "And I can keep it up, until you've got nothing to steer with, or you can shut this thing down and-" Just then, the tune of _'The Itsy-Bitsy Spider'_ came tingling out of Peter's cell phone.

"No no no! You fool! The signal will interfere with-" Before the Vulture could finish his sentence, Peter understood perfectly what he was railing about now. The cell signal was interfering with whatever electromagnetic apparatuses kept the Vulture afloat. The Vulture was now nothing more than dead weight. Dropped like one too. "We're doomed!" Vulture cried.

"Oh shut up and stop crying. You've gotta start paying more attention to the news," Spider-Man laughed as he shot a webline at the nearest building, swinging to the ground where Oscorp security and the NYPD were waiting.

"One Vulture bagged and pinioned courtesy of Your Friendly Neighborhood Spider-Man! And his partner Schulz should be coming in sometime soon!" He called as he dropped Toomes at the feet of the lawmen and swung away, but not before retrieving a camera he'd webbed to the window of Oscorp. Of course, the guards and police didn't notice this, as they were too busy getting the Vulture into a police van. By the time they'd turned around, Spider-Man was gone.

* * *

Peter Parker waited apprehensively. The glass floor to ceiling windows gave him a clear view of the office of J. Jonah Jameson. He and the editor were surveying the pictures he'd snapped. After a few agonizing minutes, the editor scooped them up and exited the office. He was a friendly looking African-American man of middle age, but his kind demeanor didn't stop Peter from being nervous.

"Well son, you've impressed Jonah enough for us to use these. Betty, get this young man a check. How'd you manage to snap these Mr.-?"

"Parker. Trade secret sir," Peter said, grinning sheepishly.

"Fair enough. Robbie Robertson, editor in chief. Glad to have you on board Mr. Parker." Peter fought to contain his glee as Robbie went back into Jonah's office. So it was just him and the cute secretary.

"You said it was Peter Parker right?" She asked him as she made out the check.

"That's right."

"Betty Brant."

"Nice to meet you."

"Pleasure's all mine," Betty said, grinning coyly at Peter, who started blushing furiously. "Stop by with more pictures soon," she told him. "It's been a while that Mr. Jameson's been this impressed with anyone's work."

"I'm right here you know!" A surly voice called a few cubicles down. Betty winced.

"Ouch. That was Lance Bannon. One of the big photographers here. He's kind of steamed that Mr. Jameson put out that ad because he was originally supposed to get those pictures."

"Any idea why Jameson changed his mind?" Peter asked curiously.

"He's kind of impulsive. And impatient. You learn that after a while."

"Hey Parker hold on a second!" It was Jameson himself, though he was oblivious that they'd just been talking about him. "Big news story just came in: that Otto Octavius guy's gone nuts! He broke out of the hospital and killed some of the doctors on the way! If he and Spider-Man meet up or whatever, I want you on it! Got that?"

"Uh s-sure thing Mr. Jameson!" Peter said, taken aback by the news. Otto Octavius a killer? It couldn't be! Nevertheless, he knew he would have to be ready if it were true.

Taking the check with thanks from Betty, Peter exited the newsroom of the _Daily Bugle_. Toomes was back in jail, Osborn had been saved, and he had a job of sorts now. But why didn't he feel happy? Peter tried to decide whether it was solely the news about his idol now being a homicidal maniac, or whether there was something to this deal that he'd just made that he didn't quite like.

* * *

Author's Notes: Well, here's the second chapter! Don't have too much to say about this one other than I'm not sure if I'll have Doc Ock be the villain of the next chapter, or if I'll throw in someone else. But you can expect the next chapter sometime soon. Read and review!

Edits to this one were mainly giving detail (namely in giving concrete description to Jonah and Robbie) and correcting some embarrassing grammar mistakes.


	3. Spectacular

**MisterDrBob presents: The Amazing Spider-Man**

Summary: Finally decided to write my own continuity. Takes elements from the original comics, movies, and The Spectacular Spider-Man. Not sure if I'll take much from the Ultimate universe (don't really care for it much).

Disclaimer: Spider-Man is owned by Marvel, which is owned by the Disney corporation. I am adapting storyline elements, but I'm being as original as possible.

Chapter 3: Spectacular

Peter Parker slammed his hand on the beeping alarm clock and slumped out of bed. After capturing the Vulture, it felt like it had been a long, and fairly unproductive night of web-slinging. He'd stopped a few other crimes, but he was still unable to locate Herman Schulz. It was a pity, but he'd find him eventually. Peter was itching to square off against him. It sounded like Schulz had escaped by building some pretty impressive tech himself.

In the kitchen, Peter found a note from Aunt May's explaining that she was at the Watson's. Peter grabbed a Power Bar, the breakfast of champions, and decided to head over there so he and Mary Jane could catch the bus together. Peter had been over to the Watson's house so many times he didn't need to knock on the door. He went right into the back door where he found Mary Jane eating a bagel, while Aunt May and Anna Watson were sipping coffee and watching television.

"Next, on Discovery Channel!" An announcer blared obnoxiously. "We take you to the jungles of the Congo, the mountains of Tibet, and the Great Barrier reef with Sergei Kravinoff, world famous adventurer and hunter!"

"I've seen this guy before," Anna gushed. "Bear Grylls has nothing on him! He's a survivor!"

"And I bet he's PETA's best friend," Peter said snidely as he watched footage of Kravinoff wrestling with an alligator. Mary Jane laughed at the joke.

"Ready to get going?" She asked as she grabbed her bag.

"Ready when you are MJ," Peter replied as he stood up and stretched. Mary Jane took the opportunity to poke him in the ribs. Peter pretended to shrink back in pain,

"Ow! You suck!" He moaned, uttering out a strangled laugh as he did so.

"Race ya to the bus stop," MJ teased. But Anna held up a hand.

"Hold on Peter, can I have a word in private?" Peter nodded, slightly confused. Anna followed Peter and Mary Jane outside into the early November sun and hung back with Peter as Mary Jane kept going toward the bus stop.

"Peter, I'm worried about your aunt," Anna said frankly. "I don't know what she's going to do without Ben." Peter sighed.

"Yeah, I know what you mean. I'll look after her as best I can, but I think she'll be okay. I think it's just grief, you know? We all have to work through it in different ways."

"Well keep an eye on her, okay? And let me know if she's not getting any better after a while."

"I will," Peter promised. And with that, he turned from the house and caught up with Mary Jane.

"So I noticed you got a job," Mary Jane said as she took out a copy of _The Daily Bugle_. "That's a good shot."

"Thanks," Peter said. "It wasn't easy to get."

"Well it's a good thing you weren't hurt, this Spider-Man guy sounds like he's pretty dangerous."

"Yeah I-wait, what?" Peter asked incredulously. He took the paper from MJ and read the article with growing fury. "_Witnesses say that Spider-Man and the Vulture broke through an office window, possibly to rob or murder Norman Osborn, but began fighting each other, giving Osborn time to escape._ That sleaze! I was there! Spider-Man followed the Vulture there to save Mr. Osborn!"

"Really?" Mary Jane asked, looking surprised. "Then you should let this Jameson guy know that."

"Yeah, I'll stop by the _Bugle _after school and give him a piece of my mind!" Peter declared.

"So who's on the recieving end of the Parker Wrath this time?" Gwen Stacy asked excitedly as she sat down in the seat opposite the one occupied by Peter and Mary Jane.

"One J. Jonah Jameson," Mary Jane explained. Gwen's nose scrunched up in distaste.

"You should hear my dad talk about him," she said. "He doesn't care for the _Daily Bugle _at all."

"I'm starting to see why," Peter said as he read the article he'd given visual life to again. "He's not careful at all about his facts! What witnesses? I was the only one there who wasn't a security guard or cop, and I was hiding so I could get the shots!"

"Yeah, Dad was wondering about that, he said he never saw you there," Gwen said.

"Oh, I was. I was just at a good vantage point," Peter said, hoping his fib would hold. It did for the present, because Gwen didn't ask any more questions.

* * *

Otto Octavius pounded up the brick wall, his metal arms gripping into the brick, leaving sizeable holes. He was only vaguely aware of what had occurred at the hospital, but it didn't seem to matter quite so much. What did matter, he didn't know. Something had gone wrong. Something shouldn't have gone wrong, but it had. And he had to figure out what. But from the rumors he'd scrounged from discarded newspapers, that bastard Osborn had shut him out of his lab. He'd need funding of his own to restart his research. But since his escape from the hospital, there was no way any of those fools would never give him their money. No, he had to claim it in a more...drastic way. Otto's lips curled into a sneering smile as a plan began to form.

* * *

"Alright everyone, settle down. We have a new transfer student with us today," Mr. Warren, Peter's biology teacher announced. A pretty girl stood at the front of class, looking like she didn't want to be there at all. Her platinum blond hair was set off by her remarkably emo dress style. "This is Felicia Hardy. She's a junior, and she just moved to New York from..."

"New York," Felicia said in a monotone.

"Right. So, we're going to be partnering up for our labs today, and I am going to break up the raging machine of Parker and Stacy so Felicia can have a partner. Peter, you'll be with Felicia. I'm sure Gwen will be able to find a new partner for today."

A surge of jealousy leapt up Peter's throat as he saw Eddie Brock motion to Gwen that he was willing to be her partner.

"Hey, Romeo, over here," Felicia said as she sat down, snapping Peter out of his thoughts.

"Oh, sorry. Hi. I'm Peter. Peter Parker,"

"Charmed," Felicia said sarcastically. "Listen Parker, I just want to get this over with, so I need you to focus and not worry about your little girlfriend, ya dig?"

"She's not my -" Peter protested, but was silenced by Felicia's glare.

Ten minutes later, the situation hadn't improved any. Felicia had positioned herself on the opposite side of the table, partly to put distance between herself and Peter, and partly to get a better angle at dissecting their cow heart. Unfortunately, this gave Peter an unreasonable view down her shirt. And even more unfortunately, Felicia noticed this.

"They're called boobs kid. What's the matter with you, never seen cleavage before? Blondie over there doesn't got it like this?"

"What? I - she's not even showing any - huh?"

"Just shut up, and stop starting at them." Peter was starting to get a little frustrated.

"Look, it's not my fault!"

"Oh I see, it's mine!" Felicia said sarcastically. "That must be it! I must be some sort of slut because I decide to wear a shirt that shows some cleavage! Of course it's not your fault!" The class had fallen silent in order to hear this rant.

"Man, you are a complete and total bitch," Flash Thompson said in awe from behind Felicia. Two seconds later, Felicia had punched Flash hard across the face. Blood spurted out of his nose as Flash cried out in shock and pain.

"Hardy! Thompson! Principal's office now!" Warren shouted. Glaring daggers at each other, Flash and Felicia gathered their things (Flash pinching his nose) and stalked out of the room towards Principal Davis' office. Peter got paired back with Gwen and Eddie Brock and was left to feel the waves of awkwardness crashing over him.

"Were you really staring down her shirt?" Gwen asked, her voice bordering on a strange mix coldness and curious amusement.

"No! Not on purpose anyway," Peter hastily said. Gwen laughed.

"Then that's what she gets when she wears a shirt like that I guess."

"But man, how about Flash?" Peter asked amazed.

"I know! Nobody was expecting that!" Gwen said, equally amazed.

Eddie Brock had taken a sullen backseat since Peter had joined the group.

"Even if she was wearing a low cut shirt, you shouldn't have been looking Parker," he said with a certain tone of self-righteousness.

"I really couldn't help it. The heart was... right between... _them_!" Peter replied awkwardly. Gwen rolled her eyes.

"If she hadn't been so mean about it and insulted me, I'd say she had a point. Way to make a first impression." Peter threw his hands up in defeat.

"I can't believe this! I can't believe you're taking her side! I didn't even do anything!"

"I'm not taking anyone's side!" Gwen said. "I think she was definitely more in the wrong, but maybe you should apologize for making her feel awkward. I mean come on, it's her first day here, and she's already in the principal's office."

"I guess you're right," Peter said as he jotted down some notes about the cow's aorta.

"Guess I am," Gwen smirked. "And I know you weren't trying to be a perv or anything. It's just...well let's just say you can be a little naive sometimes Peter."

"Me? Naive? For shame!" Peter gasped. This caused Gwen to crack up, which in turn caused Eddie Brock to become even more silently furious.

The bell rang and the class emptied out. Peter made his way to his locker with Gwen, who was just three away, wondering whether he follow her advice. It certainly would help his case for asking her out. He put the matter out of his head as he saw Flash Thompson come down the hall, looking angry.

"Hey Flash, listen I-"

"I got detention because of you!" Flash raged, pushing Peter against a locker. "The one time I stand up for you I get a detention! How do you like that Puny Parker?"

"I don't like it! I just wanted to say thanks for having my back in there! It was kind of unexpected, seeing as you hate me." Flash still looked upset, but loosened his hold on Peter.

"Yeah, well, she shouldn't have been accusing you of ogling her. Listen, just because I poke fun at you for being a wimp doesn't mean I hate you. But she was just being...heartless."

"...Thanks Flash, I guess."

"Yeah, whatever. Watch your step," Flash said as he let go of Peter and continued on his way. Peter turned around and happened to catch a glimpse of Felicia sitting on one of the hallway benches. She looked furious, but Peter could have sworn he saw tears in her eyes. He caught Gwen's eyes, and she nodded. So plucking up his courage, and telling Gwen to inform his next of kin (Aunt May), he walked up to her, trying not to be intimidating. It didn't really work.

"What do you want?" Felicia spat as she hurried to wipe away Peter's suspicions.

"I'm...I'm sorry. I didn't mean to make you feel bad, or get you in trouble." Felicia softened slightly.

"Yeah, well, I...I should have realized that that wasn't a good angle with this shirt. And I shouldn't have said some of those things," she said, pulling her shirt up to cover up some of her cleavage. Peter waved his hand dismissively and sat down.

"Don't worry about it. I'm used to people saying things they shouldn't." Felicia sighed.

"Well, I think I just set a new record for screwing things up," she said forlornly. "I've been here less than an hour, and I've already landed in detention and the principal's bad side. I was really hoping for this place to be different." Peter felt even worse now.

"It's not too late for it to be...different from what exactly?"

"Being suspended at least once a year, being called a slut for no good reason, people avoiding me like the plauge," Felicia listed off, counting on her fingers. Peter winced.

"Well it's still not too late. You can still make it better." Felicia looked at Peter for the first time without any sort of negativity.

"Think so?"

"Well yeah! This is just day one. People forget about stuff like this in no time. You'll settle in just fine." The hall was starting to thin out, and Peter knew the bell was going to ring any minute now. Felicia seemed to sense this too because she stood up.

"Thanks Parker. You're alright," she said giving him a little smile. As she turned around, she found herself looking at Eddie Brock.

"Hi. Eddie Brock. We're in biology," He introduced himself. Felicia looked a little perplexed, but shook his hand. "What class do you have next?"

"Um...AP Psych."

"Awesome, I'm in there too!" Eddie said as he started walking Felicia to the next class.

Peter narrowed his eyes. Something was weird here. He'd been pretty sure Brock was obsessed with Gwen, hence the death glares all through last period. But now he was being really friendly with Felicia. The issue was quickly put out of his mind when Mr. Warren's call of "Mr. Parker!" Reached his ears.

"Uh, hey Mr. Warren!" Peter stammered, convinced that this was about the incident. Clearly, Mr. Warren could tell.

"You're not in trouble," Mr. Warren laughed. "Quite the opposite. I was having a discussion with my good friend Dr. Curt Connors at ESU the other day, and he asked me for recommendations for promising high school students. I gave him your and Miss Stacy's names."

"A recommendation? For what?"

"An internship Peter, a lab internship at ESU! And if you play your cards well, there may be a scholarship in it for you as well."

"That's-that's awesome! Thank you Mr. Warren!"

"Think nothing of it Peter, you're one of my best students!" Mr. Warren beamed. "Now I'd better let you get to class. And remember, you start this Saturday."

The rest of school passed without much incident. Of course, the rest of the school had heard about the exchange in first period Biology, but nobody seemed to be giving anyone crap about it. They were all just amazed that Flash Thompson had stood up for Peter Parker.

"You catching the bus home?" Gwen asked Peter as they exited the front doors. "I know Dad and your aunt will want to celebrate." She had also been informed of the internship by Mr. Warren, and was just as thrilled as Peter.

"Nah, I've gotta give Triple-J a piece of my mind," Peter reminded her. "But we'll definitely celebrate later!"

"Oh right. Good luck!"

"Thanks. I'm gonna need it."

* * *

Peter hailed a cab and within ten minutes was at the Flat Iron Building where the offices of _The Daily Bugle_ were situated.

"Hey Peter! Great timing! Mr. Jameson was just looking for a photographer, and Lance is on another assignment!" Betty greeted him.

"Well, actually I wanted to talk to him about something, but what's this assignment?"

"His son's launching from Everett Air Force base on a mission into space," Betty explained. "And Jonah never misses a chance to publicize his son."

"Isn't that getting too close to the story?" Peter inquired.

"Nonsense!" Jameson blustered as he strode toward his office chomping his usual cigar and holding a coffee. "It's an editorial! I can do what I want!"

"Like mince facts?" Peter asked, brandishing the article about Spider-Man and the Vulture at him.

"What're you on about?" Jameson asked, eyes narrowing.

"You're printing blatant lies! Spider-Man followed the Vulture there to save Mr. Osborn! I was there! I saw Spider-Man chase the Vulture to Oscorp!"

"It only looked that way to an amateur!" Jameson said. "They did that to avoid suspicion on Spider-Man's part! It's a ruse! They're working together!"

Peter tried to come up with a rebuttal, but couldn't. Jameson had a point. As false as the story was, it would appear that way to someone who hadn't participated in the battle.

"Forget about the wall-crawler. I want you to come with us to my son's launch!"

"Yes sir," Peter said, still resigning himself to the fact that he couldn't change what he'd started.

"Good. Now Robbie's car's only got room for two, so Ms. Brant, take Parker and meet us there."

"Got it, chief," Betty said, gathering some essentials into her purse. Peter sent Aunt May a text letting her know that he was on an assignment for the Bugle as he followed Betty out to the parking garage across from the Flat Iron building, where Betty was parked in a reserved spot. "Sorry, my car's a mess," Betty grimaced as she tossed a bunch of crap out of the front seat into the back.

"Don't worry about it," Peter said as he got in.

"Half this stuff is Ned's anyways," Betty realized.

"So is he your boyfriend?"

"Yep. For about four months," Betty nodded as she pulled out of the garage and toward the Lincoln Tunnel.

"Cool. He's a good writer," Peter offered. Other than his writing, he didn't know much about Ned Leeds.

"Yeah, that's one of the things I admire about him," Betty said as she changed lanes. "Makes me kind of jealous in a way."

"You don't want to be a secretary do you?" Peter asked.

"I hate it," Betty admitted. "I'd rather be out doing what guys like Ned, Foswell, and Urich do. But of course, I'm the only one who J.J. trusts to take care of him."

"I see," Peter said. "Kind of like being a babysitter isn't it?" Betty burst out laughing.

"More than you know," She said between laughs.

* * *

"I did love you once," The tortured young man said hollowly.

"Indeed my lord, you made me believe so," The wistful maiden said sadly.

"You should not have believ'd me, for virtue cannot so inoculate our old stock but we shall relish of it. I lov'd you not." The maiden let out a sound of indignation.

"I was the more deceived!" She shrieked. The young prince Hamlet rounded on fair Ophelia.

"Get thee to a nunnery!" He bellowed. "Why would'st thou be a breeder of sinners? I am myself indifferent honest, but yet I could accuse me of such things that it were better my mother had not borne me! I am very proud, revengeful, ambitious; with more offences at my beck than I have thoughts to put them in, imagination to give them shape, or time to act them in. What should such fellows as I do, crawling between earth and heaven? We are arrant knaves all; believe none of us. Go thy ways to a nunnery! Where is thy father?"

"At home my lord," Ophelia said, struggling not to weep.

"Alright, that's great work guys!" Mr. Raimi, the director of the production interrupted. "Much much better emotion both of you!"

"I think the lights are coming in a little high," Quentin Beck said, gesturing to the wings. "It was kind of going in my eyes when I turned on MJ."

"He's right, it was shining right in my face," Mary Jane agreed.

"Ok, we'll fix it. We can't all be as multitalented as you Quentin," Mr. Raimi joked. "Uh...Polonius! Your last entrance was late! Care to explain?"

Josh Howers, the actor who was playing Polonius looked up sheepishly.

"Sorry, it's just there's this crazy shit going down right now. That Octavius guy's on the move, and they're trying to track where he's headed."

* * *

The rest of the car ride to the outskirts of the city passed with Peter doing his homework as he and Betty got to know each other. He found out that Betty had dropped out of high school to support her ailing mother and rapscallion brother, but of course that meant that she couldn't really fulfill her dream of being a journalist. She was looking into taking courses online, but with half her pay going to Philadelphia, and the other half going to living, Betty didn't have a whole lot of extra money. Peter was amazed at how similar their situations were.

"So what about you?" Betty asked a few minutes after sharing her story. "What's your family like? Live with your parents?"

"Uh, no. My parents died when I was little," Peter began awkwardly.

"Oh! I'm so sorry, I had no idea!" Betty began.

"No no, it's fine. I was too young to remember them, so all I've known is living with my aunt and uncle. And then my uncle died last month, so now it's just me and Aunt May."

"And you took up this job to support her," Betty concluded.

"Bingo."

"Wow, that's a lot of responsibility for someone your age," Betty said admiringly.

"Well, my uncle taught me a lot about responsibility," Peter said as the base came into sight.

Peter was starting to get excited about seeing a shuttle launch in person. Sure it wasn't really that cool on TV, but in person it had to be one of the coolest things ever!

Betty's car ended up on the tail of Jameson and Robbie's, so they were cleared by the publisher.

"Parker! Meet my son John!" Jameson bellowed as soon as Peter stepped out of Betty's car. He was clapping the back of a tall strapping man who certainly looked the part of astronaut. Some of Jameson's features could be seen in his son. Their jaws were identical, and there was also something about the bone structure that let the world know 'This man is a Jameson.'

"Captain John Jameson," John said as he extended his hand. "I really like that picture you got of Spider-Man and the Vulture."

"Thank you!" Peter said, amazed at how different John was from his father. "It wasn't easy to get."

"I'll bet. I'm glad Dad brought in a pro to catch the launch."

Before Peter could point out that he wasn't a pro, a security officer hustled them along, directing those who were there on _Bugle_ business down one hallway, and John down another.

Fifteen minutes later, the press briefing began.

"Ladies and gentlemen, this is the first mission to the moon in more years than we at NASA care to admit. It's also the first mission into space since the Richards accident, and it's also-"

"Cancelled!"

All heads turned at the sound of this new voice. Peter's eyes widened in shock. Otto Octavius was standing proudly in the doorway, mechanical arms poised to snap and pierce underneath a heavy looking trench coat.

"Ladies and gentlemen, this launch has been cancelled, and this base is now under my command," Octavius announced. "Nobody try to be a hero, and we'll all just deal with this calmly."

Of course, the security guards did not heed that bold statement. They surrounded Octavius and drew their weapons. Octavius' laugh bellowed throughout the press room.

"Oh please, your little trinkets are no match for real weapons!" Two seconds later, all four of his tentacles had snaked out and incapacitated the guards. "A pity," Octavius yawned. "I did warn them. Now if you please, hand over Captain Jameson."

"Now wait one blue-balled minute!" Jameson the elder shouted. "What do you think you're doing here?"

"Why my good Jonah," Octavius chuckled, "do you realize just _how_ valuable your son is to the American government? If you won't pay dearly to get him back, then they certainly will."

"It's okay Dad," John said stepping forward. "I'm not worth getting anyone hurt. Alright Doc, I'm going quietly."

"Very good," Octavius said, sounding pleased. "You see, Jameson? I'm not an entirely unreasonable man. I give you my solemn word that if you do exactly as I say, no harm shall come to your son."

Peter had been watching this scene in horror. Now he couldn't sit still any longer.

"Doc, please! Don't do this! This isn't you! This is not the man I looked up to!" Ock seemed genuinely surprised.

"Parker? Well well, you're hanging out with a rather unusual crowd my boy. But I'm afraid that one meeting does not qualify 'knowing' Otto Octavius, any more than it does 'knowing of' him. Now stand aside Parker. The last thing I want is to harm someone with as much potential and brains as you."

Peter could see no other option that didn't involve revealing to everyone that he was Spider-Man. He gave a defeated sigh and fell back into the line of people that were now hostages.

"Good boy," Octavius said.

"Doc wait, I really want to talk about something!" Peter suddenly said. He realized this was a perfect opportunity to figure out exactly what had happened in the accident.

"Some other time," Octavius said nonchalantly. "Your attempts at distraction are futile Parker. Now just to make sure that you won't be following me..." Octavius' tentacles latched on to the ceiling of the press room and pulled down hard. Chunks of plaster, concrete, and insulation came tumbling down over the doorway, separating John and Octavius from the rest. Through the blockage, the metallic clunks of Octavius' tentacles could be heard.

"What the hell was that Parker?" Jameson fumed. "You let him get away!"

"Calm down Jonah," Robbie said. "I didn't exactly see you springing into action to save your son." Jameson's face turned beet red, but he said nothing more.

"Let's try and move some of this rubble," one of the security guards suggested. Within a few minutes, a small hole had been made in the rubble.

"We're running out of time!" Betty pointed out.

"She's right," one of the astronauts said. "We need to get someone out there now so they can reach the police." A metaphorical lightbulb lit up in Peter's brain.

"I'll do it! I can fit through that hole, and if I run into them, the Doc himself said he wouldn't hurt me."

"He's got a point," Jameson admitted. "Alright Parker, get out there, call the police, try and snap some shots that make my son look like a hero, and for God's sake kid _be careful_! We'll keep shifting this. Now go!"

Peter slithered through the hole, turned to grab his camera from through the hole, and set off at a sprint. The nearby restroom surely wouldn't have security cameras, so Peter ducked in there after making sure that there were no cameras on the outside. Thirty seconds later, Spider-Man came out of the bathroom and set off again, this time sprinting along the walls, following the indents in the floor where Octavius had been. Soon enough, he could hear the 'good doctor' and John. They were outside the main building, but not yet off of the base.

"How did you get here exactly?" John asked curiously.

"On foot. Or tentacle I should say. I've been on the road since this morning."

"You know they'll be able to easily catch up with us, right?"

"It won't matter as long as I have you as a bargaining chip," Octavius pointed out.

"Well then, mind if I up the ante?" A cocksure voice came from behind the pair.

"You!" Octavius shouted.

"That's Mister to you, Doc! By the way, love the snazzy glasses!"

"Why thank you!" Octavius said as he sent one of his free tentacles out at Spider-Man, who easily side-stepped it. "I thought so too."

"So tell me Doc," Spider-Man asked, pretending that he wasn't privy to what was going on, "what exactly do you plan on doing with the Captain here?"

"Oh, a good old-fashioned ransom," Octavius said honestly. "You see, I need funding to figure out what exactly went wrong in my experiment. But sadly, there's no way to legitimately obtain such a fortune."

"Ah," Spider-Man said, feigning polite understanding. "Sounds simple enough."

"I knew you'd see it my way," Octavius said, sinking into an ironic bow.

"Know what's even simpler?"

"What's that?"

"Me beating your butt to the ground."

Octavius was taken completely unawares as Spider-Man launched himself at the two. Fortunately, his tentacles reacted in time and extended, leaving Spider-Man hurtling in what was essentially a dive for the wall. Spidey planted his feet on the wall and clung there, letting his spider-sense tell him when Octavius was going to make his next move.

"Disappointing thus far," Octavius said as he sent three of his tentacles (the fourth still keeping a hold of John) after Spider-Man. After all I've heard, I'd been expecting you to be much more of a challenge."

"How's this for a challenge?" Spider-Man asked, tying together three of Octavius' tentacles together with a strand of webbing. Octavius snapped it apart like it was string.

"Poor," he said blandly. "Come now my arachnoid friend, surely you can do better?"

"Oh come on, you know I'm holding back," Spider-Man said as he started circling the scientist. "You know I don't want to hurt you Doc."

"Mutual sentiment," Octavius observed. "So let me pass."

"Can't. Not with the Captain."

"Then we are at an impasse."

"Seems so, Doc Ock."

"Doc Ock?"

"Well...yeah. I figured. _Doc_tor _Oc_tavius, so Doc Ock?"

"Or how about Doctor Octopus?" Ock suggested.

"Eh, either one works for me." Spider-Man said as he dodged another tentacle.

"Yeah, you know, I think I'm going to go with Doctor Octopus," Octavius said as he dodged a webline.

"Oh, you'll always be good ol' Doc Ock to me buddy" Spider-Man said in a sentimental tone. Doc Ock shrugged off the slight to his preference.

"Tell me Spider-Man, does that mouth of yours ever shut?"

"Nope. I'm a snorer. That sucker's open even when I'm sleeping!"

"Pity. I can only take so much of your insipid voice."

"You charmer you!" Spider-Man laughed as he vaulted over Ock's head, trying to snag Jameson away from him. There was no such luck though, as the other three tentacles were easily able to keep Spider-Man at bay.

"Come on now Spider-Man, if I can hold you off this well with three tentacles, surely you see how futile fighting me with all four would be?"

"He's got a point," Jameson pointed out.

"Whose side are you on anyway?" Spider-Man asked. Jameson shut up. Finally, in a desperate ploy, Spidey shot a glob of sticky webbing at Ock's face.

"My glasses! You jerk, do you realize how much these cost?"

"I was under the impression you stole them. Like that coat," Spider-Man said as he grabbed Jameson and started sprinting away.

"That's not the point!" Ock screeched. His hands were still struggling to get Spider-Man's webbing off of his glasses, leaving his tentacles to search after Spider-Man and Jameson. Spider-Man stopped just short of their range, only to find Ock blundering his way, necessitating moving forward.

"I'll get help, you take him down!" John said. Spider-Man nodded.

"Oh no you don't!" Ock shouted as he sent two of his tentacles forward. They both snagged their targets and reeled them in. A third tentacle gingerly pried the webbing off of Doc Ock's glasses.

"You're getting on my nerves," Ock said dangerously. "It's going to get you into trouble one of these days."

"You're never in trouble until you're caught," Spider-Man said. Five seconds later, he added. "I'm in trouble."

"Astute observation," Octopus said, sounding almost bored. Suddenly, he punched Spider-Man in the jaw, not with a tentacle, but with a flesh-and-blood hand.

"You're nothing to me, do you hear? NOTHING! I'm getting what I came for and nothing, least of all you Spider-Man, will get in my way!" And with that, Doctor Octopus tossed Spider-Man away like he was a piece of garbage back in the direction of Everett. Spider-Man grunted as he hit a very sturdy tree, and saw stars. By the time he could think clearly again, Doctor Octopus was gone with Captain Jameson.

* * *

Author's Notes: Wallopin' websnappers! Sorry this took so dang long! I had most of this written in November, but then I lost most of it (major discouragement right there). And then I decided that I didn't like the direction it was taking, and took my sweet time rewriting what I had already rewritten.

So yeah, I'm ending on a cliffhanger! I didn't want to do that initially, but I thought giving Doc Ock an arc would be a good way to cement him as the initial archenemy. One of the most memorable things that came out of Doc Ock's debut was the fact that he was the first to defeat Spider-Man the first time they met. I wanted to preserve that part of their relationship, but I wanted to develop a mutual respect between the two, more so than exists in the comics, hence the banter and Ock's general good naturedness. This arc will probably continue for the next few chapters, with other events happening in between. Let's just say this is Spider-Man's first mission (much as it was in the comics!): rescuing John. But along the way, he'll run into even more of the people who make his life hard. Thank you all for your patience! Read and Review!

Not too much in the way of edits this chapter. Just a few word changes that make the sentences work better.


	4. Shock and Awe

**MisterDrBob presents: The Amazing Spider-Man**

Summary: Finally decided to write my own continuity. Takes elements from the original comics, movies, and The Spectacular Spider-Man. Not sure if I'll take much from the Ultimate universe (don't really care for it much).

Disclaimer: Spider-Man is owned by Marvel, which is owned by the Disney corporation. I am adapting storyline elements, but I'm being as original as possible.

Chapter 4: Shock and Awe

"Useless! That kid is useless!" J. Jonah Jameson bellowed.

"Who is?" Peter asked as he came upon the scene. The police had swarmed to the Air Force base, and were assessing the damage Doc Ock had left behind.

"YOU!" Jameson roared at Peter. "Not only did you fail to get help, but you didn't even get any good shots!"

"You mean these?" Peter asked as he showed off the stills on his camera to Jameson.

"Wha-? I- how? Where'd you get these?"

"Set up the camera near the fight, and then I ran to get help," Peter explained.

"Well some help you were! That lunatic got away with my boy!" Jameson growled.

"Yeah, I kinda tripped and hit my head," Peter said, feeling a very real lump from the fight. Jameson looked ready to murder Peter, but he could clearly see that wasn't a good idea with all the police, not to mention his city editor and secretary present.

"Well, I suppose you did what you could," he said grudgingly, looking to Robbie for help. "It's not your fault, kid. It's not like that Spider-Man could have been trusted to save my son!" As Jonah began ranting about how Spider-Man had to be in cahoots with Doc Ock or responsible in some way, Peter's cell phone began ringing. It was Aunt May.

"Peter? Are you alright? I saw on the news...!"

"Yeah! Yeah I'm fine Aunt May," Peter said hastily to calm her down. "Nobody's hurt. At least I think nobody's hurt," he said thinking of the Captain.

"Thank God," May breathed. "I was so worried when I heard that madman was headed your way."

"It wasn't too bad," Peter said. "You know he's the one I went to see the day Uncle Ben...?" he broke off, unable to say it yet. Not to her.

"Oh! Yes, I remember."

"Yeah, so he said he wouldn't hurt me," Peter said. "He said I had too much potential."

"Speaking of potential!" Aunt May said, changing the subject. "Gwen just told me something about an internship!" Peter had completely forgotten about his new internship with Gwen.

"Yeah! I kind of forgot to tell you with all this Bugle stuff."

"Well you get home so we can celebrate with the Stacys!" Aunt May said.

"Need to run?" Betty asked as Peter hung up. "Jonah's got damage control, but I'm off the hook."

"Thanks Betty," Peter said as they started towards her car.

"So, how did he know you?" Betty asked. Peter took a deep breath. It was going to be strange explaining this without giving away all the details.

"I was at his demonstration that went wrong," he said, starting simple. "I'm kind of good friends with Harry Osborn, so Norman kind of threw us together before the whole thing started and we talked about a future in science."

"Wow, so this had to be pretty awkward, didn't it?"

"Oh yeah," Peter said, shaking his head.

"Poor John," Betty said, looking out in the direction Ock had fled. "I hope he's okay."

"Me too," Peter mumbled. Some super hero he was! The Fantastic Four never lost, or Thor or even Captain America back in the '40s, so why him? Maybe he just wasn't cut out for this super-hero stuff. Half the city hated him thanks to Jameson, he hadn't done too much of anything remotely interesting, and now he'd let a kidnapper get away.

_With great power..._ the little voice that sounded like Uncle Ben said inside his head.

_"I know,"_ Peter sighed to the voice. _"But what if my power isn't so great?"_

* * *

"Thank you again for giving Peter a ride," Aunt May said warmly to Betty.

"No trouble at all Mrs. Parker," Betty beamed.

"Oh please dear, May. None of this Mrs. Parker from a friend," she said waving her hand.

"May then," Betty said. "I'm happy to give him a ride anytime, especially for _Bugle_ business."

"I appreciate it," May said gratefully.

"Well, I have to get back to the office, but it was nice meeting you!" Betty waved as she got back into her car and left.

"What a nice girl," May said. "I'm glad you work with such good people Peter."

Peter wondered if she'd say that if she ever met Jameson. He put the thought from his mind as he walked into the kitchen, where Gwen and George Stacy were waiting.

"Hey," Peter said as he sat down.

"Hey? You witness a kidnapping by a mad scientist and you just say hey?" Gwen teased.

"I don't wanna talk about it," Peter mumbled as he put his head on the table. He was officially beat.

"I wish I'd been there," Captain Stacy said. "I hear that Spider-Man character was there too."

"Yep. And I got more shots of him," Peter said as he pulled his camera out to show them."

"Wow. He's like a loaded spring, isn't he?" Gwen said, studying the way Spider-Man's body was moving in the single instant captured.

"Like you wouldn't believe," Peter said. "He's amazing. I've never seen anybody move that fast."

"Well, it's too bad that Octavius got away," Captain Stacy said. "And what's worse is that Jonah is going to blame the thing on the wall-crawler, isn't he?"

"Most likely," Peter sighed.

"I just don't get it Peter, of all the places you could sell pictures to, why the _Daily Bugle_?"

"What's wrong with the _Bugle_?" Aunt May asked. She was busy at the sink, but the conversation had reached her ears.

"Its published by a loudmouthed, self-inflated buffoon of a journalist," George said. "He has to have some ulterior motive for smearing Spider-Man like that, I just can't figure out what it is."

"Well I think its writing is wonderful," May said politely. "Anyway, let's change the subject!" She raised her glass of juice in a mock-toast. "To the internship!"

"To the internship!" Everyone echoed.

"How much did Mr. Warren tell you Peter?" Gwen asked as they started eating.

"Not much. Just that it was with Dr. Curt Connors. Do you remember Octavius mentioning him too?"

"Yeah, they were colleagues," Gwen said. "Although Connors' forte is more biology and genetics than physics."

"Well should be interesting. And we get to find out firsthand day after tomorrow!" Peter grinned.

"I'll try not to show you up too much," Gwen winked.

* * *

Peter woke up sore the next morning.

"Ow, jeez, I hope I don't wake up like this too often," Peter said, getting the feeling he'd just jinxed it.

He picked up his glasses off the bedside table and put them on. He was getting less and less thrilled with the idea of continuing to wear them. Maybe he could convince Aunt May that he was due for an eye appointment. But with money tight, that wasn't very likely. Peter got showered and dressed and shuffled downstairs. He poured himself a bowel of cereal and waited for Aunt May so he could say goodbye before heading to school.

Out the corner of his eye, Peter saw the day's _Daily Bugle_. Just as he and George Stacy had thought, the front page was a flashy and bold **SPIDER-MAN AND DOCTOR OCTOPUS ABSCOND WITH PUBLISHER'S SON**. Briefly appreciating the coincidence that the _Bugle_ had come up with the same name for Octavius, Peter scanned the article with distaste. His earlier feeling of unease had been confirmed. This deal he'd struck stunk!

...Or did it? Peter thought the matter over. If Jameson hated Spider-Man so much, how fittingly ironic was it that Spider-Man was on Jameson's payroll? It was too precious! Peter cheered up instantly, relishing the idea of profiting off someone who hated him. Heck, with the level of dedication so far, Jameson could pretty well guarantee work for Peter for years to come! So what if people hated him? It wasn't the recognition he was doing it for, it was the responsibility. And the action. He couldn't deny being Spider-Man was fun at times.

"You're certainly in a good mood," Aunt May said as she came into the kitchen to brew her morning coffee.

"Oh, just admiring my camerawork," Peter said in faux modesty. Aunt May gushed as she saw the photo her nephew had taken.

"To think you were so close to such dangerous men!" She said. "Promise me you won't get in such a nasty spot again!" She said.

"I'll be fine Aunt May! I promise!" Peter said.

"Good," May said. "I don't know what I'd do if I lost you too." Suddenly, Peter saw that his Aunt was tearing up.

"Hey hey Aunt May!" He said trying to calm her down. "It's alright! I'm going to be fine!"

"Oh, I know," She sobbed. "I just can't stop these thoughts sometimes, you know?"

"Yeah," Peter said, not sure how honest he was being. Soon, May had stopped crying and seemed slightly more cheerful, but Peter was officially worried. He made a mental note to report to Anna Watson ASAP.

"I've gotta run," Peter said kissing her forehead. "Call if you need anything."

* * *

School was a pretty quiet affair. Everyone was talking about Spider-Man and Doctor Octopus, arguing about whether Spider-Man had really helped Ock kidnap Jameson.

The day was passing in a blur to Peter however. Nothing of note was happening, which was pretty unusual. It was rare that Flash Thompson, or anybody else wasn't giving him crap. He wondered whether this was still from the backlash of yesterday, although he couldn't see how. If anything, Flash would have been coming down on him harder than usual because of the role Peter had played in getting him in trouble. It was just before the last period when Peter discovered why Flash was otherwise occupied.

"He didn't do it!" Flash roared as he shoved his friend Justin.

"Face it Flash, you're the only one who doesn't think so!" Justin retorted as he shoved back.

"That's not true! Anyone with a brain can see that Spidey was fighting that bad guy! Even Parker can see so! He took the frickin' picture!" All eyes turned to Peter.

"Well?" Liz asked. "Come on, Pete! Did Spider-Man help kidnap that poor guy?"

"I, well..." Peter began blushing as he felt the pressure from a large group of people focused on him. He quickly tried to evaluate what he should say, culminating in "Well, I don't _think_ he helped the Doc, but he's kind of a jerk, so...I don't know?"

"Wonderful," Flash muttered as Justin snickered. "Thanks so much for your help, Parker."

"Anytime Flash," Peter said as he started walking towards his final class, gaining a little confidence from seeing Flash get laughed at.

"Hey kid," said a voice so out of the blue that Peter nearly had a heart attack as a fist bopped him in the shoulder. Felicia Hardy had snuck up on him.

"H-hey Felicia!" Peter said, getting over his surprise.

"Thanks for cheering me up yesterday," Felicia said. "You were right, it's pretty much blown over, hasn't it?"

"Looks like it," Peter said, noticing that Felicia had taken pains to wear a top that exposed absolutely no cleavage.

"So I've decided that you're my new best friend!" Felicia said cheerfully.

"Cool," Peter said, trying not to sound confused.

"Damn right it's cool!" Felicia grinned. "You and me are totes hanging out after school."

This was definitely not a request.

"Sure!" Peter said, not really thinking. Five seconds later, Felicia was gone, and Peter was beginning to realize what had just happened. _He had a date with a loony!_

* * *

Meanwhile, in a decrepit old pier, Otto Octavius was enjoying the new direction his life had taken. He chuckled as a tentacle tossed away a copy of _The Daily Bugle_.

"Your father amuses me to no end, Captain," Ock said pleasantly. "I can hardly imagine that anyone would be so thick to believe that Spider-Man _helped_ me, but there it is. I suppose it suits me for the time being."

"How?" John Jameson, who was chained to a support beam of the pier asked.

"It distracts the web-spinner," Octavius pointed out. "If he's busy dealing with attention from the media and police, it allows me to further my plans undisturbed for at least a little while. Meanwhile, your father and the government will be arguing over whether to pay me the ransom or not."

"He'll pay," John said. "Dad may be a skinflint, but he'll pay you to get me back."

"Oh, I know," Octavius said as he waved his hand. "And he shall get you back Captain. I have no intention of harming you presently. The problem remains though: once I give you up, what's my ace in the hole?"

* * *

The final bell rang, along with the contents of Peter's stomach. Nervous didn't quite cover his current state. He had essentially been herded into having a date with a girl who had just 24 hours ago freaked out on him because she thought he was sexually harassing her. He considered his options. He could go through with it and make a fool of himself, run for his life, or get advice from Gwen, MJ, or some other female who wasn't insane.

Unfortunately, neither of his friends he needed were anywhere to be found. Seeing as _Hamlet_ was opening tomorrow, Mary Jane was most likely off in rehearsal, and Gwen had probably gone to the bus already.

"You okay Pete? You look a little worried." It was Harry.

"Harry! You've dated a lunatic for two years, right?"

"Depends, what kind of lunatic we talkin' about?" Harry joked.

"Ok, shut up and listen," Peter said urgently. "I think Felicia Hardy just tricked me into a date."

"The sexy catty one who thought you were checking her out? Nice!" Harry said clapping Peter on the back.

"No! Not nice! I'm toast! Especially if Gwen finds out."

"Oh right, you _do_ have a thing for her," Harry said.

"So what've you got?"

"Absolutely nothing," Harry shrugged. "I dunno what to tell ya Pete. Just play it cool, and stand your ground if she goes too far."

Peter did not want to think about that. He certainly hoped nothing like that would happen.

"Speak of the devil," Harry muttered. "Good luck!"

"Hey! Let's go!" Felicia said cheerfully as Harry started his own way.

"Where d'you wanna go?" Peter asked as he followed Felicia.

"I dunno," Felicia shrugged. "Around."

That could mean anything. Shooting Aunt May a text saying he'd be home a little later than usual, Peter tried to quickly calm down.

That failed when Felicia turned to a part of Queens that Peter had avoided all his life. He hadn't even gone on patrol as Spider-Man there yet.

"What is there to do over here?" Peter asked, trying to stay cool.

"Lots of stuff!" Felicia said eagerly. "There's this cool little cafe that's been around since the '60s called The Silver Spoon, my apartment's down this block, so...yeah, lots of stuff!"

Peter tried to come up with something to say. But nothing was springing to mind. This was becoming increasingly awkward, and Felicia didn't seem to notice. She just yammered on and on as they walked around this part of Manhattan about which classes she hated, which ones she thought were okay, and wasn't Eddie Brock such a cool guy?

"Well we used to hang out a lot when I was like, seven," Peter said.

"So why not anymore?" Felicia asked.

"I dunno," Peter shrugged. "We just kind of grew apart. Made new friends."

"I know how that is," Felicia said. "My mom keeps changing jobs, so we move a lot."

"What about your dad?" Peter asked, glad he was finally able to fish for conversation.

"Prison," Felicia said straightforwardly. Peter winced.

"I'm sorry," he said.

"Yeah, well people tend to go to jail when they break into houses and take stuff and are dumb enough to get caught," Felicia said nonchalantly.

The awkward silence returned. Peter tried to think of ways to break it.

"You don't talk much," Felicia observed.

"Well, going on a surprise date kind of ruins my ability to think," Peter admitted. Felicia began laughing.

"You think this is a date?" She giggled.

"It isn't?" Peter asked, feeling partly embarrassed and partly relieved.

"Look, Peter, you're a nice guy, but you're kind of bor-" Felicia was interrupted by a sudden shuddering.

"What the-?"

Suddenly, a building across the street rumbled as the doorway exploded. Out stepped a man who would have looked intimidating were it not for his fashion sense. It looked as though he'd raided a quilt shop and covered himself with yellow triple-ply and brown leather. Felicia suddenly realized that Peter was gone.

"Peter? Where'd you go?" she shouted. She turned around frantically looking for her friend.

"Your little boyfriend skipped," the strange looking man said gruffly. "Little coward. Now get outta my way before I put you through the wall."

"How now, is that any way to treat a pretty lady?" A snarky voice asked. Felicia and the mystery man looked up to see the fabled Spider-Man sitting on the wall above them.

"Spider-Man!" The stranger shouted. "I was wondering if I'd ever run into you!"

"Look buddy, if you wanted to hang out, you should have just asked. Nothing ever comes of waiting around," Spider-Man admonished, wagging a finger as Felicia made a break for it.

"No," the man said, ignoring Felicia, "it doesn't. That's why you gotta take what you want. I can tell you're the kind of guy who understands that. What say you and me partner up and take this town by storm?"

"Sorry, you're not my type," Spider-Man yawned. "I am pretty impressed by those nifty bracelets."

"They're not bracelets!" The man said, annoyed. "They're vibro-gauntlets."

"You dirty pervert," Spider-Man chuckled as he jumped down, ready to get to fighting. "So what's your handle? Quilty? Vibrator? Oh I know! Patches!"

"No!" The now pissed off man growled. "Who I am isn't important! What's important that I'm gonna pound you into next Wednesday!"

"Dude, I already know you're Herman Schulz, professional loser," Spider-Man said as he dodged a punch from Schulz. "You busted out with Vulture, right? I already put him away, and now you're next."

"Toomes is an old man," Schulz pointed out. "I won't be so easy."

"Shocker," Spider-Man said sarcastically as he dodged another swing.

"Say, that's not such a bad name," Schulz said. "If I gotta have a cheesy nickname, the Shocker's as good as any."

"_The_ Shocker?" Spider-Man asked. "So if I'm talking to you, I say 'I can't believe this the Shocker!'?"

"Do you ever shut up?" Schulz asked as he tried a third time to land a hit on the web-slinger.

"You'd be surprised at how many people ask me that," Spidey said. "But I -ow!" He had finally decided to get serious and punch at Shocker, only to find his fist throbbing as soon as he hit him.

"Pretty nifty huh? Not only does my suit protect me from my own shocks, it protects me from you."

"Yeah, that's pretty cool," Spider-Man said. "So I guess I'll actually have to use my brain here, huh?"

"Please," Shocker snorted. "If you were using your brain, you'd stand back and let me through. I just scored big time, and I'm not about to let you take it from me." With that declaration, the gauntlets on his arms began pulsing faster and faster. Spider-Man's spider-sense started going off like crazy, and he barely missed the compressed air blast Shocker sent his way. And by barely, I mean he was still sent flying painfully. A bit like how a bullet grazes.

"Holy crap! I found the Last Airbender!" Spidey shouted as he landed on the building behind him, clinging to it by the soles of his feet and fingertips.

"That supposed to mean something? Shocker asked as he sent another blast Spider-Man's way.

"It-it's...it's a show," Spider-Man said as he kept dodging blow after blow from Shocker's gauntlets. "It was really good." He tried punching harder at Shocker, gaining leverage by springing off the wall. All that accomplished was making his hand hurt harder. Shocker punched back and decked the web-head. Spider-Man staggered back a bit, relatively unhurt, more surprised by the strength Shocker's outfit gave him.

"Thrilling," Shocker said sarcastically as Spider-Man backflipped to gain some distance. "So far all that's come of this fight is you wasting my time. Let's end this!" Spider-Man suddenly had an idea. He shot a glob of webbing at Shocker's gauntlets.

"What was that supposed to do?" Shocker chortled.

"Make you unable to use your thumbs?" Spider-Man asked. That had indeed been his plan, but it clearly wasn't working.

"Yeah, nice thinking," Shocker said as he worked his thumbs free. "I'm getting tired of this. You couldn't take Doc Ock down, what makes you think-" but as he was talking and revving up another shot, Spider-Man shot more webbing at his gauntlets. "What the-?"

"You gave me an idea Shock," Spidey said as he continually applied webbing to the gauntlets. Schulz's eyes widened. "Sure I can't keep you from moving your thumbs to activate those cool little bracelets, but what if I keep you from moving your thumbs _away_?"

"Nononononononono you idiot!" Shocker shouted. "Help me get this stuff off! It'll-"

Explode.

The gauntlets continued to vibrate, getting stronger and stronger and stronger. Soon, Schulz couldn't stand still for his arms waving wildly, sending shockwaves in every direction until finally they overloaded and exploded. Spider-Man could see that Schulz was unharmed thanks to his suit, but stunned. This was the perfect opportunity. He jumped down from the wall he'd been perched at and aimed a punch at Schulz's chin, being careful to hold back a bit. Schulz groaned and collapsed.

"Well it's been fun Shock," Spider-Man said as he began webbing Shocker up. "But you've overstayed your welcome. Time to go home now, back to that nice jail cell with Vulture. Or maybe not. They should probably separate you two."

"Freeze!" The police had arrived. Two officers, two guns aimed at the web-spinner.

"Hey guys!" Spider-Man said cheerfully. "Did all the hard stuff, all you gotta do is get him back to jail."

"You're under arrest!" One of the officers announced, edging closer. "Put your hands above your head and lay on your stomach!"

"But I've got a tummy ache!" Spider-Man mock-whined. Internally, he cringed. He'd forgotten that J.J.J. had stepped up his anti-Spider-Man campaign in the wake of the Doc Ock incident. The police were not going to be happy to see him from now on.

"Just do it! No funny business!" The other cop, who Spider-Man recognized as Jean DeWolff shouted. Spidey ignored them and leaped as high as he could, dodging the shots the police were taking. Not to kill, but to slow down. It wasn't working too well as his spider-sense was able to lead him on a path that dodged every bullet while maintaining his speed. Within seconds, he was ten blocks away.

* * *

When he changed clothes, Peter knew that first and foremost, he had to find Felicia. He'd probably have to come up with another explanation as to where he'd gone. She'd probably buy that he'd rushed off to get a good vantage point for pictures, but she'd probably be mad for him ditching her. He was right.

"What the hell dude?" Felicia yelled when she caught sight of Peter. She was talking to the same policemen who had aimed at Spider-Man just a few minutes beforehand. "Where'd you run off to?"

"Had to get pictures," Peter explained, holding his camera up. "Wanna see?" Abruptly, DeWolff snatched Peter's camera.

"Hey! What do you think you're doing?" Peter asked. The officer was looking through his pictures.

"Well, it corroborates the lady's story here," said DeWollf. "I guess we can't charge him for robbery. But the last thing we need is a vigilante running around town."

"Hey, what about the Fantastic Four?" Peter asked. "How come Spider-Man's the one who always gets crap?"

"What those guys do isn't the police's business," DeWollf said shortly. "The day they start looking for criminals to take down instead of running into monsters on their adventures, the NYPD sweeps the Baxter Building." She seemed to recognize Peter at that point. "You're that Parker kid, Gwen's friend, right?" Her tone was considerably softer.

"That's me," Peter said. This was kind of awkward. She had been there when he found out Uncle Ben was dead.

"How you holding up?" She asked kindly. Peter was wondering what the deal was.

"Fine," He shrugged. "Still a little numb I guess."

"Give it time," DeWollf said. "Trust me."

"Thanks officer," Peter said. "Can I get my camera back now? Photos to sell."

"Oh, right!" DeWollf said with a start, having completely forgotten about the camera. "Here you go Parker. Stay safe!" And with that, she and her partner were gone.

"What was that all about?" Felicia asked.

"No idea," Peter said. "Anyway, sorry I abandoned our not-a-date."

"Oh right!" Felicia laughed. She started cracking up even further as she remembered the previous conversation. "Yeah, not a date at all. Look Peter, you're a nice guy, but you're kind of...well, bland."

"Bland?" Peter asked.

"Eh to me at least," Felicia said once she'd stopped giggling. "Plus, I can tell you really like that Gwen chick."

"It's that obvious?" Peter asked. Was it an unsecret to everybody?

"Kinda. I mean I've known you two days and I can tell. So what are you waiting for?"

"It's complicated," Peter said.

"Usually when people say that it really isn't," Felicia pointed out.

"Well, I've been trying to get my life back together. My uncle died a few weeks ago, so now I've got to be the breadwinner for me and my aunt."

"So, because your uncle died a few weeks ago you can't have a girlfriend?" Felicia asked.

"It's more complicated than that," Peter said, trying not to hint at much. "I have responsibilities."

"So? You seem like the kind of guy who can juggle responsibility."

Peter remained silent. Felicia had him there. What _was_ keeping him from having a little DTR with Gwen?

"I should get going," Felicia said. "Look Pete, you gotta sort this out. I can only help you so much though."

"I know," Peter sighed. "Thanks Felicia. It means a lot."

"Don't mention it," Felicia winked. "Catch ya later."

Peter watched Felicia walk off, feeling way better. He decided to capitalize on his up by getting the photos he'd taken of his fight with Shocker sold. He took Uncle Ben's old digital camera out of his backpack and turned it on, anticipating the epicness.

* * *

"_This_ is what you have to give me?" Jameson bellowed at Peter. "The maniac who helped kidnap my son is ten feet from you and you get me a bunch of blurry photos instead of his head?"

"Take it easy Jonah," Robbie said in his soothing voice. Peter got the feeling that Robbie had to use it a lot. "If I remember right, you've got some meeting coming up. Look Peter, we're happy to take your photos, but you were lucky the first few times. From here on out, you'll need to be more professional. A few blurry shots from a digital camera doesn't cut it. You'll need to invest in a better camera."

"Yes sir," Peter said sheepishly.

"Until you can afford one, we'll lend you one of ours. Let's get out of your way Jonah," Robbie said, indicating for Peter to follow him out of the still-fuming Jameson's office. He led him to a storage closet on the floor below the main offices filled with photography equipment. Robbie surveyed it, trying to decide what he could afford to let Peter borrow.

"Hey Robbie, check it out!" A vaguely familiar voice called. Robbie and Peter turned. A young man with reddish blond hair was rushing up to them, camera in hand.

"What've you got, Lance?" Robbie asked. So this was Lance Bannon.

"Only some awesome shots of Spider-Man fighting some tool called the Shocker!"

Robbie flipped his way through the photos on the camera.

"These are pretty good," Robbie conceded. "But if I remember right, you were supposed to be on the Stark press conference."

"Well, yeah," Bannon admitted. "But Steve was in the area anyway, so he volunteered to get them while I got these."

"Regardless," Robbie said, "I can't have my photographers ditching assignments they don't want to cover. Don't let it happen again."

"So, whose photos are you using?" Peter asked meekly.

"Well Lance's might just be better," Robbie said. "But yours aren't awful by any means Peter. Yeah, they're not great, but they're not unusable. Tell you what. I'll use photos from both of you and you can share the byline. How's that sound?"

"Fine," Peter said relieved as Lance muttered the same thing.

"I'll run 'em by Jonah and see which ones he wants to use," Robbie said. "As soon as he finishes his 'top secret' meeting."

Inside J. Jonah Jameson's office, mysterious business was indeed taking place.

"Just so we're clear: I give you what you want, and you expose Spider-Man as the fraud he really is?"

Jameson's mysterious friend nodded from the shadows.

"I'll even get your son back from Doctor Octopus once I've taken care of him. Just put in that good word to your friend, and the web-head is history."

* * *

Author's Notes: Who could it be? Anyway, relatively pleased with this chapter. I thought about maybe including two villains so as not to make these chapters too formulaic, but I decided the little cliffhanger (though not nearly as egregious as last time!) was a good place to drop off. I did also intend to introduce the internship this chapter, but I guess we'll have to wait 'til next time to meet Dr. Conners. Anyway, I've been thinking about chronology again. The tricky bit about the Avengers story is that parts of it take place before this story starts (i.e. Thor) and parts of it are after (like Iron Man, hence the mention of a Stark press conference). All will become clear once those stories start getting updated as much as this one. Anyway, read and review!

Edits: Again, not too much changed seeing as this is the most recent. After I post the next chapter, updates will cease for a while. When they resume, the entire story will be uploaded. The same goes for the other four stories in this continuity. Thanks for the support!


	5. More Threads

**MisterDrBob presents: The Amazing Spider-Man**

Summary: Finally decided to write my own continuity. Takes elements from the original comics, movies, and The Spectacular Spider-Man. Not sure if I'll take much from the Ultimate universe (don't really care for it much).

Disclaimer: Spider-Man is owned by Marvel, which is owned by the Disney corporation. I am adapting storyline elements, but I'm being as original as possible.

Chapter 5: More Threads

In the offices of the _Daily Bugle_, J. Jonah Jameson was having a very bad day.

"What do you mean you need more time? My boy's in jeopardy! Take out Spider-Man, and rescue him!"

"I'm sorry Mr. Jameson," his mysterious partner said on the other end of the line. "I simply cannot be in your service today. Unforeseen circumstances and previous commitments have made it impossible. Rest assured, I may not get your son back, but the web-slinger is still toast."

Jonah hung up furiously and buried his head in his hands. Suddenly, there was a gentle knock on the door. Robbie came in without waiting for a response.

"Jonah, it's time. We've gotta listen for Octavius' instructions."

* * *

Spider-Man swung down Madison Ave. He was starting to get mildly worried. It had been two days since he had failed to stop Doctor Octopus from kidnapping John Jameson, and since then the Doc had been laying low.

"At least I put Schulz away," Spidey thought cheering up at the thought of knocking that off his to-do list. Now all that really was on it was Ock. But for now, he had to end his patrol and get to his first day at the internship at the ESU biology lab. He had arranged to meet Gwen at the south end of the campus. From there they would go to the lab together.

"I'm nervous," Gwen admitted when Peter arrived at their spot. "I don't know what to expect."

"I'm sure we'll be fine," Peter said. "He can't expect too much from high-school students, can he?"

Doctor Connors' lab was easy enough to find. A huge directory in the lobby told them all they needed to do was go down the hall and it would be on their left. Doctor Curt Connors was an unassuming figure, whose immediate distinguishing trait was the lack of a right arm. He was currently hunched over a microscope, while a vaguely familiar woman sat by him, discussing plans for the evening. That had to be his wife.

"Doctor Connors?" Peter began nervously. The doctor looked up, and his wife took notice of them.

"Oh! You must be the new interns!" Curt said cheerfully. "You know who I am, this is my wife Martha!"

"Wait a minute," Martha said suddenly. A grin spread across her face. Peter? Gwen?

"Mrs. Connors!" Gwen squealed as she ran over to give Martha a hug. The last time either of them had seen Martha Connors, she had been ten years younger, and thirty pounds heavier thanks to her very pregnant belly. She had also been their second grade teacher.

"Look at the two of you!" Martha gushed. "I feel so old! As if Billy didn't make me feel old already!"

"How is Billy?" Gwen asked.

"He's fine. He's a pretty average ten-year-old," Martha said as she opened her phone to show Gwen and Peter a picture. "He takes after his dad. Smart cookie and all."

"So these are old students of yours I imagine?" Curt asked as he shook Peter's hand.

"Yep. They were two of my favorite second-graders," Martha beamed.

"What a coincidence!" Curt laughed. "Well we're glad to have you here. I think we'll have some great opportunities to explore our field."

"Looking forward to it!" Gwen said, "But I have to admit, I don't really know what this internship entails."

"That's my fault," Curt admitted. "I didn't really tell Midtown what I wanted the students for, just that I wanted their best and brightest. Well let me explain what it is we'll be doing. I'm not sure exactly what your tendencies for a particular field of science are-"

"Neither do we," Peter said sheepishly.

"That's fine, you're young," Curt laughed. "Well we're going to be doing some good old-fashioned, or rather new-fashioned, biology. Specifically studying reptiles." Curt indicated the tanks behind him, each one carrying a lizard.

"So why lizards?" Gwen asked as she leaned down to look at a gecko.

"Well, I'm fascinated more by lizards than snakes or turtles, or other reptiles because lizards have an especially powerful potential for regeneration."

"You mean growing limbs back," Peter said as he leaned down by Gwen.

"Precisely," Curt said. Peter and Gwen looked at each other and then at Curt.

"You're not-"

"Oh no! I'm not ready to experiment on a human," Curt said holding out his one hand. "But humans themselves have regeneration potential- all species do- just not as powerful as lizards."

"I never knew that," Gwen said impressed.

"Oh yes," Curt said eagerly. "There've been some cases reported in the last few decades of children and adults alike regrowing fingertips if the wound isn't conventionally treated. Extremely unsafe of course, but the fact that they _can_ be regrown suggests a whole realm of possibility! But there are some aspects of regeneration that _nobody_ seems to understand," Curt said. "I'd like to crack those, and then with any luck, move on to a gene therapy that enhances a subject's ability to regenerate. Even further down the line, I may be able to move onto human subjects."

An awkward silence pierced the room. Peter and Gwen both knew that Curt was thinking of re-growing his missing arm.

"How did-" Peter began awkwardly.

"I lose my arm?" Curt asked. "It's okay, I talk about it all the time actually. I had joined the National Guard after getting my doctorate in medicine. Within a few weeks, the invasion of Iraq had begun. I was stationed over there to treat wounded soldiers. Then during a mission in Baghdad, our camp was caught in an explosion. My friends tried everything they could, but infection was spreading up my arm faster than an F-16. Amputation was the only option."

"Wow, I'm so sorry," Gwen said. Curt waved his hand.

"It's okay. I've come to terms with it. Heck, if it weren't for the injury, I wouldn't have gotten home until after Billy was born! But sometimes, I do miss the convenience of two arms, which is what led me down this line of research. Having one arm doesn't really make for a good medical doctor, so I decided to turn my efforts to teaching and studying reptiles."

The rest of the time spent at the lab consisted of Curt getting Peter and Gwen familiar with it and the equipment.

"I think that's enough for a first day," Curt said, roughly thirty minutes after Peter and Gwen had entered the lab. "You guys can get going."

"Oh uh, Doctor C?" Peter asked, an idea hitting him.

"Yeah Peter?"

"Is there any way that, eventually of course, we could get paid to do this?"

Curt thought for a moment.

"The University's budget doesn't exactly allow for superfluous student employees," he said. "I'd say that as long as you're in high school, the odds are slim. But if you decide to attend ESU, maybe a little salary wouldn't be out of the question."

"Got it. Thanks Doc!" Peter said, grabbing his bag and joining Gwen at the door.

* * *

"Have you been looking into ESU?" Gwen asked Peter when they were outside.

"No," Peter shook his head. "There's no way in a million years I could afford to come here. I'd love to, but you know, _money_."

"I know," Gwen nodded, "If I can't get a scholarship, Dad doesn't think I'll be able to go either."

As they continued discussing their college planning frustrations, Peter's mind began drifting towards that mysterious forbidden area. Harry was right, he should make a move, right now while nothing was distracting him.

"This just in! Doctor Octopus has announced that he is willing to relinquish the hostage Captain John Jameson if he is paid three-billion dollars by six-o' clock! We'll be on the details as this story breaks!" A TV anchor announced courtesy of the bar Peter and Gwen were passing.

Crap.

"Be careful," Gwen said, reading the look on Peter's face."

"I will," he said, heart sinking.

"Call me when you're done? I was thinking maybe we could see the play tonight?" She asked hopefully. Peter's eyes lit up a bit. Surely putting it off a little wouldn't hurt?

"Yeah," he said, giving her a thumbs-up. They split up, Peter doubling back towards ESU so he could find a place to change. Soon, he was climbing up a brick wall, coming up with a battle plan. He still had no idea where Ock was, so he'd have to crash the hand-off. Of course, he didn't know where that was. Yet.

"Man, being a super hero's bad enough, why do I have to play detective too?" Spidey moaned as he swung towards the _Daily Bugle_. He was _not_ looking forward to this.

Suddenly, Spider-Man heard a sound he'd come to recognize well.

A little click.

Spidey nearly ran into a wall in his shock. He landed on the wall on all fours and began searching for the perpetrator. There was no way anybody else was getting pictures of him. Especially not...

Bannon.

Spider-Man could see him a block back, already booking for the _Daily Bugle_.

"Oh no you don't," Spider-Man muttered as he started swinging after Lance. Within seconds, he had caught up with him.

"Hiya!" Spidey said cheerfully. Lance yelped like a little girl. "Whatcha got there?" Spider-Man asked as he grabbed the camera with a webline. He sorted through the photos Lance had snapped, clucking his tongue. "Tsk tsk tsk, these won't do at all! You make my butt look waaaaaay too big!" Lance was trying not to have a coronary. "Look, I can tell you're trying hard, but maybe you should just let that Parker kid take care of it. He and I have an understanding, see?"

Lance nodded mutely, still scared out of his wits.

"Goody!" Spidey tittered. "Later!"

And just like that, he was gone.

"Maybe now I have him out of my hair," Spider-Man thought to himself as he neared the _Daily Bugle_. "Now to find out where good old Doctor Octopus is."

* * *

"You sure you're ready for this, Jonah?" Robbie asked J. Jonah Jameson. The crotchety publisher nodded resolutely.

"Ready as I'll ever be, Robbie. I wanna see my boy."

"And I'm ready to snap photos!" Peter said, announcing himself as he entered Jameson's office.

"Ms. Brant! What have I told you about people getting into my inner sanctum?" Jameson bellowed out the door.

"I figured you'd want to see him!" Betty protested.

"Well I don't!" Jameson said. "You can't come with us! What're you, nuts?"

"One of Octavius's conditions is that nobody but Mr. Jameson and myself meet him," Robbie explained to Peter. "That means no you, and no Spider-Man."

"So if you'll excuse us, we have to go," Jameson said brusquely. Peter followed them out of the office, only to run into one still very scared Lance.

"Lance! What happened to you, son?" Robbie asked, noticing Lance's disposition.

"I'm done doing Spider-Man," Lance said shakily, pointing at Peter. "He's all yours man."

"Oh, uh, thanks!" Peter said, pretending to be confused. Jameson was ignoring the scene, already at the elevator and shouting for Robbie to hurry up.

"Okay, Lance, we'll get you back on your usual beat," Robbie said assuringly. "And Peter, please don't follow us, even if Spider-Man shows up. We can't predict what Doctor Octopus'll do this time."

"Cross my heart," Peter said. _"As Peter Parker at least,"_ he thought. _"Robbie can't tell Spider-Man what to do!"_

Peter followed Robbie and Jameson out the _Daily Bugle_ building, then hung a left when they went right towards the garage that the _Bugle_ used. He checked his phone for the time. Ten after six. And the play started at 7:00.

"Plenty of time!" Peter said to himself.

He ducked down another alley, musing at how commonplace this was becoming in his life and swiftly changed into his costume, stuffing his clothes into his backpack, which he then webbed to his back for added security. Scaling the concrete wall of the building in the alley closest to the _Bugle_, Spider-Man leaped across the roof and peered over the edge, looking for Robbie's car to emerge. Almost instantly, Robbie's blue sedan trundled out of the garage and picked up speed. Spider-Man waited a few seconds before following at a discrete distance, making sure to stick to the rooftops lest the publisher and editor see him following and suspect something.

As he ran across the roofs, Peter tried to come up with a strategy. Robbie had a point, Ock's next move was fairly unpredictable considering his lack of history to match up this crisis with. If Spider-Man showed up, would he off Jameson the younger then and there? He was certainly capable of it, there remained no doubt in Peter's mind. The closer Peter got to his destination, the more he became sure that the doctor murdering his captive was likely. After seven minutes, Peter realized where they were going: the piers near the very same warehouse where he'd confronted Uncle Ben's murderer. Setting the unpleasant memory aside, Peter focused on the task at hand as he finalized his plan. Unbeknownst to our hero however, he was being watched, yet too far away and not maliciously enough for his spider-sense to detect danger.

"Spider-Man spotted," Hammerhead reported into a transceiver. "Looks like he's heading out to bust the Doc Ock deal."

"Keep an eye on him," Wilson Fisk replied on the other end. "I want to see how this ends without Jameson's fog-tinted lenses. Approach the winner with caution."

"Understood, Kingpin," Hammerhead acknowledged. "But if you ask me-"

"I don't," Kingpin interrupted. "You are my bodyguard, Hammerhead, not my advisor. I have better people for that."

Hammerhead frowned, but remained silent as the Kingpin signed off. What he had wanted to say was that his boss was a fool for thinking that Spider-Man would work for him for the right price. Hammerhead had been paying attention, and it was perfectly clear to him that Spider-Man was a do-gooder. Hammerhead was sure he would be a problem, but until his boss ordered him to, he couldn't take care of their spider problem.

* * *

The clock had struck six. Jameson and Robbie were standing outside the car, waiting for Octavius to show up with John.

"I knew it was a trap!" Jameson fumed. No sooner than he said this than the door to the pier opened.

"You wound me!" Doctor Octopus said, John in tow. "I gave you my word Jonah, now don't make me regret it! You have the money?"

"Three-billion in unmarked bills," Jameson growled, holding up a leather briefcase. "Now give me my boy."

"Here's how this'll go down," Ock said, smirking condescendingly. "I'm going to unhand your son, he'll stand between us, and you simultaneously kick the case over here. I make sure you haven't stiffed me, and John is allowed to continue out of my reach."

With no objections from Jameson, Ock placed John on his feet in between the two parties with one of his tentacles. Jameson slowly set down the case and kicked it to Octavius, who opened it and examined the cash inside.

"Well well well," he chuckled. "I never would have guessed: Jonah Jameson a man of his word."

Jameson ignored the slight for once as he was too focused on the return of his son.

"Pleasure doing business with you, Jameson," Ock said. "Here's hoping we don't meet again anytime soon." Jonah, Robbie and John quickly made for the car and left.

Doc Ock had been planning on retreating back into the pier to prepare to move base before the police arrived - no doubt Jameson would tell them where he was - but just as he reached the door, he heard a familiar *_twhip_* sound and suddenly a web was blocking the door.

"Guess that's my cue," Spider-Man shouted. He'd been watching the transaction, waiting for the perfect moment to strike.

"I had a feeling you'd be stupid enough to show that masked face of yours!" Ock snarled. "Will you give me no peace, wall-crawler?"

"Not as long as you're wrecking your life like this!" Spider-Man pleaded as he swung closer, but still out of Ock's reach.

"It's my life!" Ock said. "I don't see why you insist on having a stake in it."

For a minute, Ock thought he had finally shut Spider-Man up. He was disappointed when Spider-Man retorted

"As long as you're putting people in harm's way, I have a responsibility to stop you," he said.

"Oh?" Ock sneered. "And what gives you the right to decide that that responsibility's yours?"

"My power," Spider-Man said as he climbed down the wall of the building he'd landed on. Ock began laughing.

"See? You and I aren't so different after all. You and I both have great power-"

"And great responsibility!" Spider-Man interrupted.

"Wrong!" Ock said as he finally lashed out, sending two of his tentacles at his arachnoid foe. "They give us great entitlement! You just won't admit that you're so selfish to accept it! I on the other hand, have been put down my entire life! My bullying father, my overbearing mother, that rat bastard Osborn, and now it's time for me to take what is mine!"

"If that's the way you want it, Doc," Spider-Man said. "I just want you to know this is nothing personal."

"Two days ago, I would have said the feeling's mutual," Ock said. "In fact I believe I did actually say something to that effect. But no matter, your insistence on interfering with me have made you my primary obstacle. And tonight, I shall remove that obstacle!"

It was on. Ock's tentacles extended, and propelled him towards his enemy, punching holds into the wall Spider-Man was clinging to.

_"Uh-oh, I forgot how fast he is,"_ Spider-Man thought as Ock closed in on him, his spider-sense buzzing.

Spidey dodged to the left as a tentacle came swinging at him. Going over his options, Spider-Man sprung at an opening Ock had left, tackling him. The doctor was pushed back by the assault, but as Spider-Man suspected, his tentacles had a good anchor on the building. Keeping his momentum, Spider-Man flipped off of Ock's shoulders, hoping to weaken his balance. He had no such luck, but it succeeded in putting distance between Spider-Man and his opponent.

Spider-Man fired a webline at the next building, and swung carefully down, trying to lure the doc back onto solid ground.

"There's nowhere you can run, Spider-Man!" Doc Ock shouted. "No matter where you go, I have the upper hands!"

"Ugh, awful pun, Doc!" Spider-Man groaned.

"And here's the pot calling the kettle black! Where's your usual hailstorm of quips?"

"Back with my clean underoos," Spider-Man said while he continued flipping and dodging the tentacles. Doc Ock grimaced in disgust. Peter grinned under his mask. He was succeeding in getting him frustrated, but it wouldn't be enough. Ock had reached the ground, and was sending all four tentacles after Spider-Man. Acting on reflex, Spider-Man shot a webline at their general direction, snagging one. Yanking, Spider-Man pulled Ock in like a fish on a line. Unfortunately, he was seized by the other three tentacles and wrapped in a sort of bear hug that left everything below his chest immobile.

"You're letting this end too quickly," Ock said. "I expected more of a fight from you."

"Ah've nae yet begun to fight!" Spider-Man said in an awful Scottish accent. Not waiting to hear Ock's reaction to the poor quip, Spider-Man tried shooting another glob of webbing at Ock's glasses. Tried in the sense that he made the motion, but no webbing shot from his wrists.

"What the-?" Spider-Man yelped. "How do I shot web?" As if to highlight the irony, he shrugged.

"Out of web fluid eh?" Ock asked as he grinned evilly. "And whose mercy are you at to refill?"

"I don't refill! It's not like I've got web-shooters," Spider-Man said. "It literally comes from my body."

This was not good. Did this mean he'd never be able to shoot webbing again? What did that mean for his other powers?

"Nevertheless, you are at my mercy," Ock said. "And you can't try that dirty trick with my glasses again. Now I wonder, should I tear you limb from limb, or simply dash you against the rock?"

"Don't you mean concrete?"

"Po-tay-to, pa-tah-to," Ock shrugged. "Honestly, what difference does it make?"

"It took your mind off doing me in for a few seconds?"

"Not a chance."

Spider-Man began sweating. He was having trouble thinking of anything he could do. Then, a window opened.

Ock was shifting his tentacles so that one could hold two of Spider-Man's limbs. Spider-Man suddenly realized that the tentacles were too heavy for Ock to carry himself. He had to be using them to support himself at least some of the time! Bracing himself for pain, Spider-Man contracted his body, pulling Ock's tentacles together. Before Ock knew what was happening, Spider-Man had kicked himself free and grabbed the tentacles that had held him. Pulling with all his might, Spider-Man tried lifting Doctor Octopus off the ground. But the other tentacles were anchoring him.

"What are you trying to do?" Ock laughed. "It's over, Spider-Man, I win."

"Then how come I'm still alive?" Spider-Man pointed out as he suddenly let go of the tentacles and tackled the Doctor himself.

That did it. Ock was off his feet, and with one punch, Spider-Man cleaned Doc Ock's clock.

"Huh. Can't believe that worked," Spider-Man mused at his luck. "Guess I still have my strength at least."

"Freeze!" Oh boy, the police.

"Not again," Spider-Man moaned as he stepped away from Octavius.

"Good work," Spider-Man's ears pricked up. It was Captain Stacy.

"Thanks," He said, trying to make his voice a little deeper. His mask muffled his voice some, but he was worried someone who'd known him as long as George Stacy would figure it out.

"You know, I can't exactly condone what you do," George said, cautiously moving forward. The other officers he was with were hanging back.

"I can't just do nothing," Spider-Man said. "The last time I stood by, something bad happened."

"I understand that you may feel a sense of responsibility," Captain Stacy said. "But still, vigilantism isn't the answer."

Spider-Man was silent.

"Officer Carter told me what you said the other day after you caught Shocker," Stacy continued. "Yes we have the Fantastic Four, Thor, and even Captain America back in the day, but they're dealing with things that the police can't."

"So you're telling me you could deal with this?" Spider-Mn asked, lightly kicking the unconscious Ock. "Sorry Captain, but I don't buy it. You can't stop me, and I can't let you arrest me, but that doesn't mean we have to be on opposite sides."

Stacy sighed.

"I agree, but it's going to be hard to justify letting your antics slide with Jameson running his mouth. The mayor's starting to get pretty worried thanks to those articles."

"In case he didn't notice, I just took out his son's kidnapper," Spider-Man said as he tried to fire a webline, forgot he was temporarily unable to do so, and made himself look like a fool. "Look, I'll try and call you guys before something goes down, or make a citizen's arrest or something like that. I'm sure we can make it work."

"We'll see," Stacy said. "Take care son."

_"Wow, that was the first time I've had a pleasant police encounter,"_ Spider-Man mused as he scrambled up the side of a nearby building. He retrieved his pack, and checked his phone for the time.

"Oh crap," he muttered. Spidey began sprinting across the roof, bemoaning his current lack of webbing. He had ten minutes to get back to the school and meet Gwen for the play.

* * *

Running like never before, Spider-Man somersaulted and leaped over the rooftops, not daring to check his watch again. He made his way north towards the Queensboro Bridge. Really wishing he had webbing, he scaled the beams of the bridge and ran along the thin wires, not unlike his namesake. Within a minute, he was back in Queens and well on his way to Midtown High. Though he was still going full speed, Peter was beginning to relax a bit. He was going to make it.

"Help!" A woman screamed on the street below.

Oh no.

"I hate my life," Peter muttered as he descended onto the street and plowed into the man who'd made off with the woman's purse.

"Sorry, in a rush! Call the cops!" Spider-Man shouted as he kept running up the side of the next building. Fortunately for the young woman, her assailant had been knocked cold.

"That was a close one," Spider-Man said to himself as he reached a building near the school and hastily changed. Taking care nobody was paying attention, he leaped down the alley and landed on all fours, and started sprinting to the school.

"Cutting it pretty close," Gwen laughed as Peter ran up.

"Sorry, took longer than I thought," Peter said.

"Get any good shots?"

"No, I wasn't supposed to even be there," Peter said without thinking.

"What?" Gwen said, stopping. "Peter..."

"I was completely safe!" Peter interrupted. "Doc Ock got nowhere near me! And even if he did, he wouldn't intentionally hurt me."

"But still!" Gwen said as they were entering the auditorium. "That was reckless! And not to mention rude. I really wanted to hang out. It's been ages since we've really been able to just have fun!"

Peter felt extremely guilty. She was right, but then she was wrong too. But how could he ever explain to her that even if he couldn't snap shots, he had to be there?

"I'm sorry," Peter said. "I really am. And believe me, I've been wanting to hang out too."

"It's okay," Gwen said. "We'll talk about it more after the show." The lights went down and the curtain went up.

"Definitely. Can we get food? I'm starving!" Peter whispered.

Then it hit him as Francisco and Bernardo met. Where did he get his webbing from? His body had to be synthesizing it from the food he ate! It made perfect sense! He'd been too busy to notice his hunger before thanks to the rush and Doc Ock, but he'd definitely been hungry for a while. Probably since even before he ran out of web fluid. Glad he'd figured out that troubling puzzle, Peter sat back and enjoyed the tragedy unfolding.

Peter didn't know Quentin Beck too well. He'd seen most of the plays he'd performed in and certainly respected him, but they didn't talk much, and Quentin seemed kind of arrogant. Most of what Peter knew about him was based on what Mary Jane told him anyway, but it was mostly positive. In any case, he channeled the Dane's sorrow masterfully, and made his false insanity eerily believable. Mary Jane was taking a bit of a departure by playing Ophelia, but she was flawless as always, bringing sadness into her voice while rarely resorting to tears. The other actors were fabulous too, but of course Peter was mostly paying attention to Quentin and Mary Jane.

Three hours later, Quentin collapsed to the stage and breathed Hamlet's last. The audience erupted into applause, giving the cast and crew a standing ovation.

"Great job Mary Jane!" Gwen squealed as she hugged M. J. in the hallway where the actors were receiving congratulations.

"Thanks!" Mary Jane said, clearly exhausted. "I'm so glad opening night's out of the way!"

"One down, two to go," Quentin Beck smirked as he joined the conversation.

"Hey way to go, Quentin!" Peter said jovially.

"Thanks, Peter," Beck said. "Hey, you guys doing anything? I feel like I want to hang out with a different crowd tonight."

"Well," Gwen said, "Peter and I were going to get something to eat..."

"Perfect!" Quentin said, oblivious to the fact that it was supposed to be the two of them. "I'm up for anything, I'm just going to run and get out of this costume!"

"Sorry," Mary Jane said. "He does that sometimes."

"It's okay," Gwen said, but Peter could tell she was just as disappointed.

"Well I guess if he's in, Harry and I'll join you," Mary Jane offered. "I know Quentin best after all."

"Thanks," Peter said. "That would be awkward otherwise."

Mary Jane nodded in understanding.

"He's a really nice guy, but sometimes I think he has trouble making friends outside the theater."

"Hey babe! Great job!" Harry had arrived.

"Hey!" Mary Jane said, big smile plastered on her face as she gave Harry a hug. "I'm so glad you came!"

"Oh come on, it's my dad you can't count on," Harry said lightly. "I say I'll be there and I'll be there!"

Peter quickly explained the situation to Harry, who took it all in stride. Mary Jane ran off to change, and arrived back at the group with Quentin.

"My car's here," Harry said. "Am I the only one who can drive?"

"I have no reason to," Peter said, thinking how true that was even without spider powers. This was New York for crying out loud!

"Right, so let's go!" Harry said as he led them outside to the school's parking lot where his Audi was parked.

"Sweet ride, Harry!" Quentin said as he climbed in the backseat.

"Thanks," Harry said. "Just about the only thing the old man ever gave me."

An awkward silence followed. Quentin wasn't as used to hearing Harry badmouthing Norman Osborn, but didn't say anything. Soon enough, they arrived at Peter and Harry's favorite pizza place, Original Nick's on Austin Street.

The interior of the restaurant had a classic Italian feel to it. It was a family-run pizzeria, and in Peter's opinion, their pies were the best in the city, nay the world! Twenty minutes later, Peter was biting into a steamy slice of cheese, relishing the taste and the sensation of something going into his stomach. He had to watch his eating from now on if having webbing depended on it. He'd have to see what different foods did to the webbing, something he wasn't looking forward to.

"So tell me," Quentin said, his slice still untouched. "What's this Spider-Man guy like?" All eyes turned to Peter.

"Well," he said, trying to buy time by chewing. "He's pretty cool. Definitely not as dangerous as the _Daily Bugle_ says."

"So he's not as strong as they say?" Quentin asked.

"No, he's as strong, he's not as dangerous," Peter repeated. "As in he's not a public menace, he's a good guy who wants to help people."

"So you don't feel like you're in danger when you take his pictures?" Quentin pressed. Peter wondered what the deal was. Why was Quentin suddenly so interested in Spider-Man?

"No, at least not the last time," Peter said. "Because I'd met Octavius before, and he told me he wouldn't hurt me when he kidnapped the Colonel."

"You were there?" Quentin asked, surprised.

"That's how I got the pictures," Peter laughed. "Where else would I have been?"

"I thought maybe you'd gotten there after the actual kidnapping," Quentin shrugged. "Anyway, so what about his speed? What's he like when he moves?"

"Like nothing I've ever seen before," Peter said. "He's like a superball bouncing around. And he sure knows how to use those webs of his."

This seemed to satisfy Quentin's curiosity for the time being since he stopped asking questions. Peter worked his way through his third slice in silence, thinking about the day's events, and what the remaining hours would hold. Another supervillain? Drama? Romance? Finely shredded parmesan? Well the last one definitely. No such thing as too much cheese.

"Hungry, Pete?" Harry teased as Peter poured extra cheese on his pizza.

"I haven't eaten in nine hours, give me a break!" Peter said in faux anger. Everyone laughed.

"Don't make a habit of that," Gwen said. "We wouldn't want you to die on us."

"I don't plan on dying any time soon," Peter assured her. Gwen smiled, and Peter felt his heart speeding up a little.

"Well, I'm bushed," Gwen said as she stood up and stretched out. "I'm gonna head home."

Peter felt a kick under the table. He looked across the table for the culprit and saw Mary Jane winking.

"I'll walk you," he offered, getting the hint for once.

"I guess this is what 'us time' amounts to tonight," Gwen laughed. "Still, that was fun." They were walking east towards Forest Hills. On foot, Original Nick's was about fifteen minutes away from the neighborhood Gwen lived in, two blocks from Peter and Mary Jane's neighborhood.

"Yeah," Peter agreed. "I enjoyed that pizza."

"Seriously, don't go for so long without eating," Gwen said, concern creeping into her voice. "I know things've been rough since Uncle Ben passed away, but you've gotta remember to eat Peter."

Peter wasn't getting what she was saying.

"Uncle Ben doesn't have anything to do with this," he said. "This is the first time I've forgotten to eat in forever!"

"Okay, okay!" Gwen said, raising her hands. "Don't get defensive, I'm just trying to look out for you."

"I'm not being defensive," Peter said, trying to sound calm. "I just don't get where this is coming from."

"From being concerned for my friend!" Gwen reiterated. "Peter, you've been acting really strangely lately, and I don't know what to make of it."

She was right again, Peter realized. With the new burden of a secret identity, plus trying to work out how to articulate his feelings for Gwen, he supposed he had been acting a bit strange.

"Okay, maybe some of that is Uncle Ben," he admitted. "But I'm not depressed or anything like that."

"Okay, I believe you," Gwen said. "But please, if there's anything you need to talk about, talk to _me_!"

This was it. This was the moment he'd been waiting for. It was now...

Or never.

Peter couldn't bring himself to say it. He didn't even know what 'it' was! "Hey Gwen, we should totally go out!" Yeah. That was a clincher.

"Peter?"

"Yeah?"

"There's something on your mind."

"Kinda."

"Remember what we just talked about?"

"I know, I'm just trying to find words," Peter said.

"Is it about Uncle Ben?" Gwen asked. Peter shook his head. "Okay, is it about someone else?" Nod. "Flash? Is Flash bugging you worse than usual?" Shake. "Is it a girl?" Nod. "Felicia?" Shake. "Well who?"

"I-" Peter stammered. "I don't know how to say it."

"You like someone," Gwen said knowingly, smiling.

"Yeah," Peter said, his heart dropping into his stomach. "It's you, Gwen." The silence was not encouraging.

"I've always hoped," Gwen finally said. "I always hoped you'd realize I like you one day." Peter started grinning in spite of himself. Gwen was smiling, but she seemed somehow sad.

"You've moved on," Peter said, horror sinking in.

"No! No, it's not that, it's just.." Gwen trailed off, trying to find words herself now. "We're not ready, Peter. For anything."

"You've been waiting for me, just to say we're not ready?" Peter said incredulously.

"No!" Gwen said, a little angrily. "If you'd asked me months ago, I would have said yes."

"But because Uncle Ben's gone, I'm not ready, I see," Peter said, getting angry himself.

"That's not all!" Gwen said, definitely mad now. "You're not the only one who has crap to deal with, Peter. I've got growing to do too before I'm ready to date anyone!"

"Like Eddie Brock," Peter muttered.

"That's not cool," Gwen said. "He's a nice guy!"

"So date him!" Peter said. As soon as he said it, he regretted it. That was the douchiest thing he'd said to anyone.

"I said I'm not dating _anyone_," Gwen reminded him, clearly hurt. "I hoped you'd understand that Peter. But it's clear you don't." And with that, Gwen stormed ahead to her own neighborhood.

* * *

Author Notes: I'm so sorry I left this at a cliffhanger again! At least the first Doc Ock arc has wrapped! On a related note, this'll be the last update for a long time. Chapters that are in progress for the other stories will be published, and then I'll complete everything offsite so that when I start updating again, I can get the whole story up quickly without having to go back and constantly edit existing chapters like I've been doing. Go back and re-read this story, particularly the first chapter. I've been editing it, and I think it's a lot better now.

Let's just say it's no accident that the romantic drama was written on Valentine's day.

I'll be honest, I wasn't planning on making a "How do I shot web?" joke, but I decided to throw it in there. Expect more memes in the future. Anyway! We still don't know who Jameson's mysterious partner is, Fisk is up to no good, people are asking too many questions, and how will Peter and Gwen work their issues out? That's what you have to look forward too! Yay! I just want to thank everyone for their support, and to encourage you to keep reading and reviewing! Oh and tell your friends!


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